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26-055 Ghirardelli Associates, Inc_Service Order #2 dated 8-11-26 for 2026 Pavement Maintenance - Phase 1 & 2
CITY OF CUPERTINO P E RT I N O Contract/Purchasing Action Personnel Information Name Saurabh Nijhawan Department Public Works Division Date 07.24.2026 Service Order Upload Quote Staff Report.pdf,2026 - 2027 Pavement Maintenance Program - signed.pdf Quote, Description of Project, Scope of Service, Schedule of Performance and Compensation Service Order Amount $588,538.00 Master Agreement 2026-011 Contract 11/12/2025 Contract End 12/31/2028 Number Start Date Date Firm Name Ghirardelli and Address 6601 Owens Dr suite 155, Associates Pleasanton, CA 94588, USA Phone (510) 333-1827 Consultant/Contractor Lynette Kong Consultant/Contractor Ikong@ghirardelliassoc.com Name Email Project Name SO 2 2026 Pavement Project Location Various Streets in City of Maintenance - Phase Cupertino 1&2 Cupertino Project Saurabh Nijhawan Cupertino Project saurabhn@cupertino.org Manager Name Manager Email Master Agreement $808,538.00 Total Previously $210,465.00 Maximum Encumbered to Date Compensation Encumbrance this $588,538.00 Master Agreement $9,535.00 Service Order Unencumbered Balance SO GL # 270-85-821 900-971 NWS Project Code Comments Per staff report dated May 5th, 2026 - $254,412 for the 2026 Phase 1 Project and $334,126 for the 2026 Phase 2 Project. Signature 5 Aug 11, 2026 Consultant/Contractor Signature Date Aug 11, 2026 ________________ Manager/SuoervisorSignature Date Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are available as of this date of signature. ,/n1 vI gonzaiez - as proj,ec� cde Aug 11, 2026 Management Analyst Signature Date CITY OF PUBLIC WORKS DEPARTMENT CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014-5732 TELEPHONE: (408) 777-3354 CUPERTINO CUPERTINO.GOV CITY COUNCIL STAFF REPORT Date: May 5, 2026 Subject Approval of First Amendment to Master Agreement with Ghirardelli and Associates for 2026- 2027 Pavement Maintenance Program services; authorize contract execution increase contract by $588,538 to total not to exceed amount of $808,538. Recommended Action Authorize the City Manager to execute a First Amendment to a Master Agreement (#2026-011) with Ghirardelli and Associates for Project Management and Construction Management Services for 2026-2027 Pavement Maintenance Program (Attachment A), increasing the contract amount by $588,538 for a new total not to exceed amount of $808,538. Background On August 12, 2025 staff advertised a Request for Proposals (RFP) on the City website for Project Management and Construction Management Services for the 2026-2027 Pavement Maintenance Program. The RFP process was conducted in accordance with applicable City policy and the Municipal Code while following standard best practices for this process. On September 9, 2025, two proposals were received. Staff thoroughly reviewed the proposals and determined Ghirardelli and Associates to be most qualified to meet the project objectives. In November 2025, staff executed a Master Agreement with Ghirardelli and Associates with a maximum compensation not to exceed $220,000 (Attachment B). The contract amount was based upon the Consultant's cost proposal to analyze the City's street assets, develop a multi- year maintenance plan based on a budget total established by the City, develop project Plans, Specifications and Estimate (PS&E) packages for the 2026 Pavement Maintenance Phase 1 and 2 Projects, and assist the City through the bidding process. The RFP scope of work included the expectation for the selected Consultant to provide future Construction Management Services for the 2026 Pavement Maintenance Phase 1 and Phase 2 projects. However, at the time Consultant's submitted proposals, these costs were not able to be provided because the projects were not fully scoped. Upon completion of the multi -year plan and following the bid advertisement of the pavement maintenance projects, the City requested a cost proposal for Construction Management services for these projects from Ghirardelli and Associates. Reasons for Recommendation and Available Options After review and negotiation of Ghirardelli and Associates proposal for Construction Management services, the costs are $254,412 for the 2026 Phase 1 Project and $334,126 for the 2026 Phase 2 Project, or approximately 13.6% and 12.9% of construction contract costs respectively, which is typical for projects of this nature. If approved, this amendment will increase the maximum compensation of the Master Agreement to $808,538. Sustainability Impact No sustainability impact. Fiscal Impact The First Amendment to the Master Agreement will result in a fiscal impact of up to $588,538. Sufficient funds are budgeted in 270-85-821 900-921 (Capital Outlay Annual Asphalt Project) and 270-85-821 900-971 (Capital Outlay SB1 Roads). No additional appropriations are needed. Fiscal Summary Project Funding Status Amount Capital Outlay Annual Asphalt Project (GL# 270-85- $6,631,379 821 900-921) includes $438,330 of vehicle registration fee revenues received from VTA Capital Outlay SB1 Roads (GL# 270-85-821 900-971) $2,143,527 Funding Available for 2026 Pavement Maintenance $8,774,906 Program Funding Impact Amount 2026 Pavement Maintenance Program Phase 1 - Contractor (pending award, separate agenda item -$2,150,274 5/5/2026) (GL# 270-85-821 900-921) 2026 Pavement Maintenance Program Phase 2 - Contractor (pending award, separate agenda item -$2,143,527 5/5/2026) (GL# 270-85-821 900-971) 2026 Pavement Maintenance Program Phase 2 - Contractor (pending award, separate agenda item -$715,632 5/5/2026, GL# 270-85-821 900-921) Construction Management - Ghirardelli Associates -$588,538 (this item) Total - Funding Impact -$5,597,971 I Project Funding Remaining I 3,176,935 City Work Program (CWP) Item/Description None Council Goal Quality of Life, Transportation California Environmental Quality Act No California Environmental Quality Act impact Prepared by: Jo Anne Johnson, Public Works Project Manager Reviewed by: Chad Mosley, Director of Public Works Floy Andrews, Interim City Attorney Approved for Submission by: Tina Kapoor, City Manager Attachments: A - Draft First Amendment to Ghirardelli and Associate Master Agreement B - Ghirardelli and Associates Inc. Master Agreement for 2026 - 2027 Pavement Maintenance Program FIRST AMENDMENT TO AGREEMENT 1187 BETWEEN THE CITY OF CUPERTINO AND GHIRARDELLI ASSOCIATES. INC. FOR 2026 - 2027 PAVEMENT MAINTENANCE PROGRAM This First Amendment to Agreement 1187 between the City of Cupertino, a municipal corporation (hereinafter "City") and Ghirardelli Associates, Inc., a Corporation ("Contractor") whose address is 6601 Owens Drive, Suite 155, Pleasanton, CA 94588, and is made with reference to the following: RECITALS: A. On November 12, 2025 Agreement 1187 ("Agreement") was entered into by and between City and Contractor for 2026 - 2027 Pavement Maintenance Program. B. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 2 of the Agreement is modified to read as follows: SERVICES 2.1 Scope of Services. Contractor agrees to provide the Services set forth in the Scope of Services, attached and incorporated here as Exhibit A-1, on an as -needed basis. The Services must comply with this Agreement and with each Service Order issued by the City's Project Manager or his/her designee, in accordance with the following procedures, unless otherwise specified in Exhibit A-1. Contractor further agrees to carry out work in compliance with any applicable local, State, or Federal order regarding COVID-19. Exhibit A of the Agreement is replaced with a new Exhibit A-1 attached hereto. 2. Paragraph 4 of the Agreement is modified to read as follows: COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $808,538.00 ("Contract Price"), based upon the Scope of Services in Exhibit A-1 and the budget and rates included. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Director of Public Works Date Jun 11, 2026 APPROVED AS TO FORM Michael k Woo Senior Assistant City Attorney ATTEST: Lem Sauia City Clerk Date J u n 11, 2026 GHIRARDELLI ASSOCIATES, INC. Title President/CEO Date Jun 11, 2026 EXPENDITURE DISTRIBUTION Item Description Amount Original Agreement $220,000.0 Amendment 1 Change scope and increase $588,538.00 compensation Not -to -Exceed Total $808,538.00 EXHIBIT A-1 Ghirardelli A S SO CI AT ES File No. 23660.001 April 14, 2026 Jo Anne Johnson Public Works Project Manager City of Cupertino Department of Public Works 10300 Torre Avenue Cupertino, CA 95014 Via Email: joannej@cupertino.gov RE: Construction Management Services for the 2026 Pavement Maintenance Phase 1 (PW-2026- 836) and 2026 Pavement Maintenance Phase 2 (PW-2026-835) Projects Dear Ms. Johnson, Ghirardelli Associates, Inc. (Ghirardelli) is pleased to submit this proposal to the City of Cupertino (City) to provide construction management support services during the construction of the 2026 Pavement Maintenance Phase 1 and Phase 2 projects. UNDERSTANDING Ghirardelli understands the City plans to start work on their 2026 Pavement Maintenance projects which will be divided into two phases. Phase 1 is due to start construction in May 2026 with Phase 2 following in August 2026. 2026 Pavement Maintenance Phase 1 (PW-2026-836) Engineers Estimate: $2,478,000 Working Days: 60 Scope of Work: The work will consist of concrete sidewalk, curb, gutter, curb ramp, and valley gutter removal and replacement, monument preservation, digout repairs, asphalt grinding, asphalt overlay, adjustment of utility covers, replacement of traffic striping and legends, and replacement of traffic signal loop detectors. 2026 Pavement Maintenance Phase 2 (PW-2026-835) Engineers Estimate: $2,320,369 Working Days: 90 Scope of Work: The project includes the application of Slurry Seal, Fog Seal, and Rubberized Cape Seal and removal replacement of traffic striping, markers and legends. SCOPE OF WORK Ghirardelli is proposing the following scope of services for the Pavement Maintenance projects. The scope of work is divided into three phases: pre -construction, construction, and post -construction. ghirardelliassoc.com 1 1 Ghirardelli I- I A S S O C I AT ES PRE -CONSTRUCTION SERVICES Ghirardelli's Resident Engineer will organize a pre -construction conference with the Contractor, subcontractors, City staff, inspector, and other stakeholders to discuss the project and the work involved. This conference will provide a forum for answering questions from the Contractor and other interested parties as well as addressing issues and coordination that need to be performed before work commences. Ghirardelli's Resident Engineer will prepare an agenda and meeting minutes. CONSTRUCTION SERVICES Ghirardelli's Resident Engineer will manage the day-to-day administration of the project. The Resident Engineer, as appropriate, will be the first point of contact with the Contractor, representing the City. The Resident Engineer will: • Prepare and issue correspondence to the Contractor. • Coordinate with the City, providing informational updates and requesting input, as needed. • Manage project inspection. • Coordinate, manage and review materials sampling and testing activities. • Monitor project safety and verify compliance with laws, orders, and regulations. • Review labor compliance documents. • Prepare punch lists, as necessary. Contract Administration Ghirardelli's Resident Engineer will review and respond to submittals and RFls in coordination with the City's Project Manager; review and monitor the Contractor's schedule; coordinate the review of traffic control plans and inspection of traffic control measures; review the Contractor's compliance with all permits, stormwater regulations and permits (SWPPP), and environmental documents; review the Contractor's compliance with health and safety standards and regulations and reporting of non- compliance; verify compliance with public outreach requirements and monitor record documents to ensure proper completion by the Contractor. At the conclusion of each week's work, a Weekly Statement of Working Days (WSWD) will be submitted to both the Contractor and City staff. Document Control/Labor Compliance Ghirardelli's Office Engineer will provide document control services for the City, including establishing and maintaining an organized electronic filing system for all project records. Services include receiving, tracking, and distributing project correspondence, submittals, payrolls, and compliance documents; monitoring required submissions and deadlines; maintaining records of contracts, insurance, bonds, permits, and certifications; and preparing document status reports as requested by the City. Ghirardelli's Office Engineer will also provide labor compliance services in accordance with applicable federal, state, and local requirements, including California prevailing wage and DIR regulations. Services include collecting, reviewing, and verifying certified payroll records; confirming contractor and subcontractor DIR registration and proper worker classifications; tracking apprenticeships and training contributions; responding to compliance issues or audit requests; and preparing labor compliance reports and final closeout documentation to support project acceptance and retention release. ghirardelliassoc.com Ghirardelli I- I A S S O C I AT ES Project Coordination/Meetings Ghirardelli's Resident Engineer will hold weekly meetings with the Contractor, City staff and other stakeholders. The Resident Engineer will prepare and distribute weekly project meeting agendas and minutes to attendees. Our Resident Engineer will be in close communication with the City's Project Manager to coordinate project issues and keep the City informed regarding the project status. Ghirardelli will also coordinate with local agencies and other third parties and arrange meetings for specific issues, as needed. Scheduling Ghirardelli's Scheduler will review the Contractor's baseline schedule and determine its conformance with the plans and specifications. We will also review the monthly schedule updates and look ahead schedules to verify that the project is on schedule. Any slippage will be discussed with the contractor and the City's Project Manager so that action can be taken to minimize delays to project completion. Monthly Progress Payments Ghirardelli will prepare a progress payment estimate each month and will include the quantity and amount to pay, quantity and amount paid to date, and the quantity and amount remaining for each contract item and change order. The Resident Engineer and Inspector will prepare source documents for payment for work performed for each item listed in the Engineer's Estimate. These source documents will include calculations, field measurements and counts to document the exact quantity(s) of item work performed each progress pay period. These source documents will be filed in the project records and will be the basis for payment as well as the auditable permanent project records. Submittals and RFIs Our Resident Engineer will review Submittals and RFIs and coordinate with the City's Project Manager to respond in a timely manner. Document logs will be maintained by our Office Engineer for correspondence, submittals/shop drawings, RFIs, RFCs, change orders and disputes and potential claims. Construction Inspection Close adherence to the plans, details, and all applicable specifications is required in order to properly construct and administer the project. Inspection activities include, but are not limited to, maintaining continuous City coordination, issuing notices of non-compliance, maintaining strict adherence to all local policies, conducting a daily review of the construction operations, and adhering to all applicable contract specifications and standards to include the City, State and Federal. Ghirardelli's Inspector will prepare a daily report for each construction day. The inspector's daily reports will be provided to the Resident Engineer. This information will be used for the preparation and evaluation of the monthly progress estimates, non-compliance issues, construction delays, compliance tests, CPM schedule review and claims. The daily reports will include the following information: • Date, project identification, contractor's name, subcontractor's name(s), and time of inspections. ghirardelliassoc.com 1 3 Ghirardelli I- I A S S O C I AT ES • Conditions (weather, moisture, soil, etc.); any inclement weather conditions that hampered or delayed the contractor's operations. • Activities detail. Scheduled activities including starting and completion dates. Bid item numbers of all activities should be listed in the daily report. • Difficulties encountered by the contractor. • Construction issues (disputes, questions in the field, etc.). • Deficiencies and violations (including construction work, safety, labor, etc.). • Major material and equipment deliveries to the site (type, quantity, means of delivery, and condition of materials). • Record of manpower, construction equipment, and materials testing locations and results. Change Orders Ghirardelli's Resident Engineer will prepare Change Orders, as necessary, in accordance with the City's Project Manager's instructions. Change Order approval or Authority to Proceed will be secured from the City before any work of the change is performed. Materials Sampling and Testing (Field and Lab) Ghirardelli's Inspector will coordinate all materials testing with our subcontracted materials firm. Ghirardelli's Inspector will review the test reports for compliance and maintain the required documentation, including a non-conformance log to assure that all failed tests are retested until meeting compliance. POST CONSTRUCTION SERVICES Ghirardelli will work closely with City staff and other stakeholders to help to ensure that the project closeout proceedings are performed quickly and accurately, in accordance with all pertinent policies and procedures. We will review and monitor the Contractor's submittal information respective to the closeout, such as "as -built" information, punch list preparation, final progress payment, warranties, guarantees, etc. Our inspector will perform a final inspection and ensure all items from the punch list are completed. Ghirardelli will provide City staff with an original set of construction documents, cataloged in accordance with the City's approved file management system, which includes all documented correspondence, diaries, reports, photos, correspondence, contract documents, labor compliance, materials, material tests, change orders, progress payment and survey records, etc. for storage by the City. All contract documents will be digitized and filed electronically. FEE ESTIMATE Ghirardelli has provided the attached fee estimate broken down by task for both Phase 1 and Phase 2. ghirardelliassoc.com 1 4 Ghirardelli 0 CLOSING As a principal of the firm, I have the authority to bind the firm. Our Project Manager, Ms. Janet Navarro, may be contacted directly if you have any questions. Janet can be reached via phone at 510.414.1588 or email at jnavarro@ghirardelliassoc.com. Sincerely, Ghirardelli Associates, Inc. Rae yn Lelo-Butcher Executive Vice President M 1 510.708.7442 El raewyn@ghirardelliassoc.com Attachments: Fee Estimate ghirardelliassoc.com 1 5 Ghirardelli ASSOC I A T E S City of Cupertino Pavement Maintenance Phase 1 & 2 April 14, 2026 May iETII June III 1116111 July 21!& August September October November Days 8 22 21 17 10 2 2 82 Resident Engineer 0.25 I $ Hours 292.32 64 $ 4,677.12 176 $ 12,862.08 168 $ 12,277.44 136 $ 9,938.88 80 $ 5,846.40 16 $ 1,169.28 16 $ 1,169.28 656 $ 47,940.48 Office Engineer 0 I $ 213.73 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Inspector 1 $ 198.77 $ 12,721.28 $ 34,983.52 $ 33,393.36 $ 27,032.72 $ 15,901.60 $ 3,180.32 $ 3,180.32 $ 130,393.12 Scheduler 0 $ 253.00 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Inspection OT/Weekend Allowance @ 20% Inspector Estimate $ 26,078.62 Materials Testing $ 50,000.00 Fee Estimate: Phase 1 $ 254,412.22 Days IT.61i01l1Irj August 4 September 11 8i661115r October 20 November 17 !. December 22 January 19 February 19 March 10 • 122 Hours 32 88 160 136 176 152 152 80 976 Resident Engineer 0.25 $ 2,338.56 $ 6,431.04 $ 11,692.80 $ 9,938.88 $ 12,862.08 $ 11,108.16 $ 11,108.16 $ 5,846.40 $ 71,326.08 Office Engineer 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Inspector 1 _$292.32 _$213.73 $ 198.77 $ 6,360.64 $ 17,491.76 $ 31,803.20 $ 27,032.72 $ 34,983.52 $ 30,213.04 $ 30,213.04 $ 15,901.60 $ 193,999.52 Scheduler 0 $ 253.00 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Inspection OT/Weekend Allowance @ 20 % Inspector Estimate $ 38,799.90 Materials Testing $ 30,000.00 Fee Estimate: Phase 2 $ 334,125.50 Fee Estimate: Phase 1 and 2 Combined $ 588,537.72 GHIRASS-01 VSUN ACOR0 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 6/2/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0757776 CONTACT Melissa Lichty NAME: HUB International Insurance Services Inc. (A/c No, Ext): (415) 276-2816 (A/c, No):(951) 231-2572 6101 Bolling -DR er Canyon Rd EMAIL Ste 150 ADESS: cal.cpu@hubinternational.com San Ramon, CA 94583-5120 INSURED Ghirardelli Associates, Inc. 2990 Lava Ridge Court, Suite 200 Roseville, CA 95661 INSURER F: 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 TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR C6075689503 X X 11/15/2025 11/15/2026 DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY F PE0 LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: B AUTOMOBILE LIABILITY COMBINEDdent SINGLE LIMIT Ea acci $ 1,000,000 X BODILY INJURY (Per person) $ ANY AUTO X X BUA 6075689498 11/15/2025 11/15/2026 OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPER accident) DAMAGE $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS -MADE X X CUE 6075689517 11/15/2025 11/15/2026 AGGREGATE $ 10,000,000 DED X RETENTION $ 10,000 $ C WORKERS COMPENSATION AND EMPLOYERSLIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N (Mandatory /Min BENHEXCLUDED? N / A X WC 7 33849267 6/1/2026 6/1/2027 X PER 0TH - STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 B Prof & Poll Liab. AEH288376164 6/1/2026 6/1/2027 Occurrence/Aggregate 5,000,000 B Prof & Poll Liab. AEH288376164 6/1/2026 6/1/2027 Deductible 250,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: GAI Project No. 23660 The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers are Additional Insured with regard to General Liability when required by written contract per the attached endorsement form CNA75079XX 03/22 Primary & Non -Contributory included. Waiver of Subrogation with regard to General Liability applies when required by written contract per the attached endorsement form CNA74858XX 01/15. Additional Insured with regard to Auto Liability applies when required by written contract per the attached endorsement form CNA63359XX 04/12, Primary & Non -Contributory included. Waiver of Subrogation with regard to Auto Liability applies when required by written contract per the attached endorsement form CA0444 10/13. Waiver of Subrogation SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino P THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Department of Public Works 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino, CA 95014 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: GHIRASS-01 LOC #: 1 VSUNGA A�ORD ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY License # 0757776 NAMED INSURED HUB International Insurance Services Inc. 2990 Ghiraravai edge Court, uInc.S Lava Rid a Suite 200 Roseville, CA 95661 POLICY NUMBER SEE PAGE 1 CARRIER NAIC CODE SEE PAGE 1 SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/Locations/Vehicles: with regard to Workers Compensation applies when required by written contract per the attached endorsement form G19160B 11/97. Excess Liability follows form of the underlying General, Auto and Employers Liability policies. 30 Days Notice of Cancellation with regard to General liability per the attached endorsement form CNA74702XX (1-15). 30 Days Notice of Cancellation with regard to WorkersCompensation per the attached endorsement form CC68021A (02-13). 30 Days Notice of Cancellation with regard to Professional Liability per the attached endorsement form CNA79045XX (09-14). ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Professional Liability and Pollution Incident Liability Insurance CMAPolicyholder Notice I NOTIFICATION OF CANCELLATION TO CERTIFICATE HOLDERS In the event this Policy is cancelled prior to its expiration date, for any reason other than non payment of premium, the Insurer shall provide to the broker of record, a blank schedule to be completed by the Insured or such broker, with the names and email addresses of any and all certificate holders to whom the Insured requests the Insurer provide notification of such cancellation ("notification"). Such schedule must be completed and returned to the Insurer within 5 business days of the broker's receipt. Upon the Insurer's receipt of the completed schedule, the Insurer shall endeavor to provide notification to those entities set out in such schedule. If the schedule is not returned to the Insurer within 5 business days the Insurer will not provide notification. The Insurer will assume that the schedule provided to the Insurer by the Insured or the broker is a complete and accurate list of certificate holders. Only those persons or entities listed on the schedule will receive notification. The Insurer will keep no other record of any certificate holders in the Insurer's file. • There will be no schedule provided and, consequently, no notification provided, if such cancellation is for non payment of premium. • Any notification by the Insurer to any party that is not the first Named Insured on the Policy is intended as a courtesy only. The Insurer's failure to provide such notification will not extend the Policy cancellation date, or negate cancellation of the Policy or be cause for legal action against the Insurer. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: CNA79045XX (09-2014) Policy No: AEH288376164 Endorsement Effective Date: 06/01/2025 Policy Effective Date: 06/01/2025 Endorsement No: 4 ; Page 1 of 1 Underwriting Company: Continental Casualty Company 151 North Franklin Street, Chicago, IL 60606 �Copyright CNA All R) (opyright UNA All Kights leserved. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement by the indemnitee at the Insurer's request will be paid as defense costs. Such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. C. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. This PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 22. PROPERTY DAMAGE — ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23. RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES WHO IS INSURED is amended to include as Insureds natural persons who are retired partners, members, directors or employees, but only for bodily injury, property damage or personal and advertising injury that results from services performed for the Named Insured under the Named Insured's direct supervision. All limitations that apply to employees and volunteer workers also apply to anyone qualifying as an Insured under this Provision. 24. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS - COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 25. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 26. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: CNA74858XX (1-15) Policy No: 6075689503 Page 16 of 18 Endorsement No: 3 The Continental Insurance Co. Insured Name: GHIRARDELLI ASSOCIATES, INC. Effective Date: 11/15/2025 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 27. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap-up) insurance program by applicable state statute or regulation. If the endorsement EXCLUSION - CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs (C.C.I.P.) is attached, then the following changes apply: A. The following wording is added to the above -referenced endorsement: With respect to a consolidated (wrap-up) insurance program project in which the Named Insured is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of: 1. Bodily injury, property damage, or personal or advertising injury that occurs during the Named Insured's ongoing operations at the project, or during such operations of anyone acting on the Named Insured's behalf; nor 2. Bodily injury or property damage included within the products -completed operations hazard that arises out of those portions of the project that are not residential structures. B. Condition 4. Other Insurance is amended to add the following subparagraph 4.b.(1)(c): This insurance is excess over: (c) Any of the other insurance whether primary, excess, contingent or any other basis that is insurance available to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up) insurance program, but only as respects the Named Insured's involvement in that consolidated (wrap-up) insurance program. C. DEFINITIONS is amended to add the following definitions: Consolidated (wrap-up) insurance program means a construction, erection or demolition project for which the prime contractor/project manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project, such as an Owner Controlled Insurance Program (O.C.I.P.) or Contractor Controlled Insurance Program (C.C.I.P.). Residential structure means any structure where 30% or more of the square foot area is used or is intended to be used for human residency, including but not limited to: 1. single or multifamily housing, apartments, condominiums, townhouses, co-operatives or planned unit developments; and 2. the common areas and structures appurtenant to the structures in paragraph 1. (including pools, hot tubs, detached garages, guest houses or any similar structures). However, when there is no individual ownership of units, residential structure does not include military housing, college/university housing or dormitories, long term care facilities, hotels or motels. Residential structure also does not include hospitals or prisons. CNA74858XX (1-15) Policy No: 6075689503 Page 17 of 18 Endorsement No: 3 The Continental Insurance Co. Effective Date: 11/15/2025 Insured Name: GHIRARDELLI ASSOCIATES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA Business Auto Policy Policy Endorsement CONTRACTORS EXTENDED COVERAGE ENDORSEMENT - BUSINESS AUTO PLUS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. LIABILITY COVERAGE A. Who Is An Insured The following is added to Section II, Paragraph A.1., Who Is An Insured: 1. a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1. does not apply to any such entity that is an insured under any other liability "policy" providing auto coverage. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: a. Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. b. Does not apply to: (1) Bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization; or (2) Any such organization that is an insured under any other liability "policy" providing auto coverage. 3. Any person or organization that you are required by a written contract to name as an additional insured is an insured but only with respect to their legal liability for acts or omissions of a person, who qualifies as an insured under SECTION II - WHO IS AN INSURED and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non-contributory to insurance on which the additional insured is a Named Insured. 4. An employee of yours is an insured while operating an auto hired or rented under a contract or agreement in that employee's name, with your permission, while performing duties related to the conduct of your business. "Policy", as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: 1. Which are no longer in force; or 2. Whose limits have been exhausted. B. Bail Bonds and Loss of Earnings Section II, Paragraphs A.2. (2) and A.2. (4) are revised as follows: 1. In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and 2. In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day. Form No: CNA63359XX (04-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 15; Page: 1 of 4 Underwriting Company: American Casualty Company Of Reading, PA, 151 N Franklin St, Chicago, IL 60606 Policy No: BUA 6075689498 Policy Effective Date: 1 1 /15/2025 Policy Page: 80 of 342 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. CNA Business Auto Policy Policy Endorsement C. Fellow Employee Section II, Paragraph B.5 does not apply. Such coverage as is afforded by this provision C. is excess over any other collectible insurance. II. PHYSICAL DAMAGE COVERAGE A. Glass Breakage - Hitting A Bird Or Animal - Falling Objects Or Missiles The following is added to Section III, Paragraph A.3.: With respect to any covered auto, any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. B. Transportation Expenses Section III, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide: a. $60 per day, in lieu of $20; subject to b. $1,800 maximum, in lieu of $600. C. Loss of Use Expenses Section III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide: a. $1,000 maximum, in lieu of $600. D. Hired "Autos" The following is added to Section III. Paragraph A.: 5. Hired "Autos" If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to: a. Any covered auto you lease, hire, rent or borrow without a driver; and b. Any covered auto hired or rented by your employee without a driver, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. c. The most we will pay for any one accident or loss is the actual cash value, cost of repair, cost of replacement or $75,000, whichever is less, minus a $500 deductible for each covered auto. No deductible applies to loss caused by fire or lightning. d. The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned autos. e. Such physical damage coverage for hired autos will: (1) Include loss of use, provided it is the consequence of an accident for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. (2) Such coverage as is provided by this provision will be subject to a limit of $750 per accident. E. Airbag Coverage The following is added to Section III, Paragraph B.3.: The accidental discharge of an airbag shall not be considered mechanical breakdown. Form No: CNA63359XX (04-2012) Policy No: BUA 6075689498 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 1 1 /15/2025 Endorsement No: 15; Page: 2 of 4 Policy Page: 81 of 342 Underwriting Company: American Casualty Company Of Reading, PA, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. ANA F. Electronic Equipment Business Auto Policy Policy Endorsement Section III, Paragraphs B.4.c and B.4.d. are deleted and replaced by the following: c. Physical Damage Coverage on a covered auto also applies to loss to any permanently installed electronic equipment including its antennas and other accessories d. A $100 per occurrence deductible applies to the coverage provided by this provision. G. Diminution In Value The following is added to Section III, Paragraph B.6.: Subject to the following, the diminution in value exclusion does not apply to: a. Any covered auto of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and b. Any covered auto of the private passenger type hired or rented by your employee without a driver for a period of 30 days or less, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. c. Such coverage as is provided by this provision is limited to a diminution in value loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. d. The most we will pay for loss to a covered auto in any one accident is the lesser of: (1) $5,000; or (2) 20% of the auto's actual cash value (ACV). III. Drive Other Car Coverage — Executive Officers The following is added to Sections II and III: 1. Any auto you don't own, hire or borrow is a covered auto for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your "executive officers", except: a. An auto owned by that "executive officer" or a member of that person's household; or b. An auto used by that "executive officer" while working in a business of selling, servicing, repairing or parking autos. Such Liability and/or Physical Damage Coverage as is afforded by this provision. (1) Equal to the greatest of those coverages afforded any covered auto; and (2) Excess over any other collectible insurance. 2. For purposes of this provision, "executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such "executive officers" are insureds while using a covered auto described in this provision. IV. BUSINESS AUTO CONDITIONS A. Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to Section IV, Paragraph A.2.a.: Form No: CNA63359XX (04-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 15; Page: 3 of 4 Underwriting Company: American Casualty Company Of Reading, PA, 151 N Franklin St, Chicago, IL 60606 Policy No: BUA 6075689498 Policy Effective Date: 1 1 /15/2025 Policy Page: 82 of 342 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. ANA Business Auto Policy Policy Endorsement (4) Your employees may know of an accident or loss. This will not mean that you have such knowledge, unless such accident or loss is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to Section IV, Paragraph A.2.b.: (6) Your employees may know of documents received concerning a claim or suit. This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. B. Transfer Of Rights Of Recovery Against Others To Us The following is added to Section IV, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss. C. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B.2.: Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. D. Other Insurance The following is added to Section IV, Paragraph B.5.: Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non-contributory basis. This provision is applicable only when required by a written contract. That written contract must have been entered into prior to Accident or Loss. E. Policy Period, Coverage Territory Section IV, Paragraph B. 7.(5).(a). is revised to provide: a. 45 days of coverage in lieu of 30 days. V. DEFINITIONS Section V. paragraph C. is deleted and replaced by the following: Bodily injury means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these. Form No: CNA63359XX (04-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 15; Page: 4 of 4 Underwriting Company: American Casualty Company Of Reading, PA, 151 N Franklin St, Chicago, IL 60606 Policy No: BUA 6075689498 Policy Effective Date: 1 1 /15/2025 Policy Page: 83 of 342 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. CNA Business Auto Policy Policy Endorsement WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: GHIRARDELLI ASSOCIATES, INC. Endorsement Effective Date: 1 1 /1 5/2025 SCHEDULE Name(s) Of Person(s) Or Organization(s): Blanket when required by written contract. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Form No: CA 04 44 10 13 Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 4; Page: 1 of 1 Underwriting Company: American Casualty Company Of Reading, PA, 151 N Franklin St, Chicago, IL 60606 Policy No: BUA 6075689498 Policy Effective Date: 11/15/2025 Policy Page: 64 of 342 © Copyright Insurance Services Office, Inc., 2011 ANA D. Coverage D - Key Employee Exclusions CNA Paramount Excess and Umbrella Liability Policy With respect to Coverage D — Key Employee, this insurance does not apply to any actual or alleged: 1. Death or Disability death or permanent disability of a key employee relating to, or arising out of: a. nuclear reaction or radiation or radioactive contamination, however caused; b. sickness or disease, including mental illness or mental injury; c. pregnancy, childbirth, miscarriage or abortion; d. suicide, attempted suicide or self inflicted bodily injury, while sane or insane; e. the key employee's intoxication, impairment or otherwise being under the influence of alcohol or controlled substances; f. war, including undeclared or civil war; g. warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or h. insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. 2. Other Expenses a. expenses the Named Insured incurs which the Named Insured would not have incurred if the Named Insured had used all reasonable means to: i. find a permanent replacement for the key employee; and ii. reduce or discontinue the key employee replacement expense; as soon as possible after the Named Insured's permanent loss of the services of the key employee caused by a covered accident. b. additional expenses incurred due to the Named Insured's loss of the services of a permanent replacement appointed or hired to replace a key employee, however caused. However, this exclusion does not apply if the replacement employee is included in the definition as a key employee and the Named Insured's loss of the services of the replacement employee is caused by a covered accident. IV. WHO IS AN INSURED The following persons or organizations are Insureds. A. With respect to Coverage A - Excess Follow Form Liability, the Named Insured and any persons or organizations included as an insured under the provisions of underlying insurance are Insureds, and then only for the same coverage, except for limits of insurance, afforded under such underlying insurance. B. With respect to the Coverage B - Umbrella Liability: 1. If the Named Insured is designated in the Declarations of this Policy as: a. an individual, the Named Insured and the Named Insured's spouse are Insureds, but only with respect to the conduct of a business of which the Named Insured is the sole owner. b. a partnership or joint venture, the Named Insured is an Insured. The Named Insured's members, the Named Insured's partners, and their spouses are also Insureds, but only with respect to the conduct of the Named Insured's business. Form No: CNA75504XX (03-2015) Policy No: CUE 6075689517 Policy Page: 14 of 32 Policy Effective Date: 11/15/2025 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 26 of 52 © Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy c. a limited liability company, the Named Insured is an Insured. The Named Insured's members are also Insureds, but only with respect to the conduct of the Named Insured's business. The Named Insured's managers are Insureds, but only with respect to their duties as the Named Insured's managers. an organization other than a partnership, joint venture or limited liability company, the Named Insured is an Insured. The Named Insured's executive officers and directors are Insureds, but only with respect to their duties as the Named Insured's officers or directors. The Named Insured's stockholders are also Insureds, but only with respect to their liability as stockholders. a trust, the Named Insured is an Insured. The Named Insured's trustees are also Insureds, but only with respect to their duties as trustees. 2. Each of the following are also Insureds: The Named Insured's volunteer workers but only while performing duties related to the conduct of the Named Insured's business. b. The Named Insured's employees, other than either the Named Insured's executive officers (if the Named Insured is an organization other than a partnership, joint venture or limited liability company) or the Named Insured's managers (if the Named Insured is a limited liability company), but only for acts within the scope of their employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business. However, none of these employees or volunteer workers are Insureds for: i. bodily injury or personal and advertising injury: (a) to the Named Insured, to the Named Insured's partners or members (if the Named Insured is a partnership or joint venture), to the Named Insured's members (if the Named Insured is a limited liability company), to a co -employee while in the course of his or her employment or performing duties related to the conduct of the Named Insured's business, or to the Named Insured's other volunteer workers while performing duties related to the conduct of the Named Insured's business; (b) to the spouse, child, parent, brother or sister of that co -employee or volunteer worker as a consequence of paragraph (i)(a) above; (c) for which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraph i. (a) or (b) above; or (d) arising out of his or her providing or failing to provide professional health care services. ii. property damage to property: (a) owned, occupied or used by; (b) rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; the Named Insured, any of the Named Insured's employees, volunteer workers, any partner or member (if the Named Insured is a partnership or joint venture), or any member (if the Named Insured is a limited liability company). C. With respect to the Coverage C - Crisis Event Management and the Coverage D - Key Employee, the Named Insured is the Insured. V. LIMITS OF INSURANCE A. Multiple Insureds, claims, claimants The limits of insurance shown in the Declarations of this Policy and the rules below fix the most the Form No: CNA75504XX (03-2015) Policy No: CUE 6075689517 Policy Page: 15 of 32 Policy Effective Date: 11/15/2025 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 27 of 52 © Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy or organization which may be liable to the Insured because of injury or damage to which this insurance may also apply; and vi. will not voluntarily make a payment, except at its own cost, assume any obligation, or incur any expense, other than for first aid, without the Insurer's prior consent. 3. Cooperation With respect to both Coverage A - Excess Follow Form Liability and Coverage B — Umbrella Liability, the Named Insured will cooperate with the Insurer in addressing all claims required to be reported to the Insurer in accordance with this paragraph O. Notice of Claims/Crisis Management Event/Covered Accident, and refuse, except solely at its own cost, to voluntarily, without the Insurer's approval, make any payment, admit liability, assume any obligation or incur any expense related thereto. P. Notices Any notices required to be given by an Insured shall be submitted in writing to the Insurer at the address set forth in the Declarations of this Policy. Q. Other Insurance If the Insured is entitled to be indemnified or otherwise insured in whole or in part for any damages or defense costs by any valid and collectible other insurance for which the Insured otherwise would have been indemnified or otherwise insured in whole or in part by this Policy, the limits of insurance specified in the Declarations of this Policy shall apply in excess of, and shall not contribute to a claim, incident or such event covered by such other insurance. With respect to Coverage A — Excess Follow Form Liability only, if: a. the Named Insured has agreed in writing in a contract or agreement with a person or entity that this insurance would be primary and would not seek contribution from any other insurance available; b. Underlying Insurance includes that person or entity as an additional insured; and c. Underlying Insurance provides coverage on a primary and noncontributory basis as respects that person or entity; then this insurance is primary to and will not seek contribution from any insurance policy where that person or entity is a named insured. R. Premium All premium charges under this Policy will be computed according to the Insurer's rules and rating plans that apply at the inception of the current policy period. Premium charges may be paid to the Insurer or its authorized representative. S. In Rem Actions A quasi in rem action against any vessel owned or operated by or for a Named Insured, or chartered by or for a Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. T. Separation of Insureds Except with respect to the limits of insurance, and any rights or duties specifically assigned in this Policy to the First Named Insured, this insurance applies: 1. as if each Named Insured were the only Named Insured; and 2. separately to each Insured against whom a claim is made. U. Transfe?of Interest Form No: CNA75504XX (03-2015) Policy No: CUE 6075689517 Policy Page: 21 of 32 Policy Effective Date: 11/15/2025 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 33 of 52 © Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy Assignment of interest under this policy shall not bind the Insurer unless its consent is endorsed hereon. V. Unintentional Omission Based on Insurer's reliance on the Named Insured's representations as to existing hazards, if the Named Insured should unintentionally fail to disclose all such hazards at the effective date of this Policy, the Insurer will not deny coverage under this Policy because of such failure. W. Waiver of Rights of Recovery The Insurer waives any right of recovery it may have against any person or organization because of payments the Insurer makes under this Policy if the Named Insured has agreed in writing to waive such rights of recovery in a contract or agreement, and only if the contract or agreement: 1. is in effect or becomes effective during the policy period; and 2. was executed prior to loss. VII. DEFINITIONS For purposes of this Policy, words in bold face type, whether expressed in the singular or the plural, have the meaning set forth below. Advertisement means a notice that is broadcast or published to the general public or specific market segments about the Named Insured's goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: A. notices that are published include material placed on the Internet or on similar electronic means of communication; and B. regarding web -sites, only that part of a web -site that is about the Named Insured's goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Aircraft means any machine or device that is capable of atmospheric flight. Arbitration proceeding means a formal alternative dispute resolution proceeding or administrative hearing to which an Insured is required to submit by statute or court rule or to which an Insured has submitted with the Insurer's consent. Asbestos means the mineral in any form whether or not the asbestos was at any time airborne as a fiber, particle or dust, contained in or formed a part of a product, structure or other real or personal property, carried on clothing, inhaled or ingested, or transmitted by any other means. Authorized Insured means any executive officer, member of the Named Insured's risk management or in-house general counsel's office, or any employee authorized by the Named Insured to give or receive notice of a claim. Auto means: A. a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or B. any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, auto does not include mobile equipment. Bodily injury means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the bodily injury, sickness or disease. Claim means a: A. suit; or Form No: CNA75504XX (03-2015) Policy No: CUE 6075689517 Policy Page: 22 of 32 Policy Effective Date: 11/15/2025 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 34 of 52 © Copyright CNA All Rights Reserved. CNA CNA PARAMOUNT Changes - Notice of Cancellation or Material Restriction Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART EMPLOYEE BENEFITS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART STOP GAP LIABILITY COVERAGE PART TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY - NEW YORK DEPARTMENT OF TRANSPORTATION SCHEDULE Number of days notice (other than for nonpayment of premium): 030 Number of days notice for nonpayment of premium: 10 Name of person or organization to whom notice will be sent: Per Schedule on file Address: Per Schedule on file Per Schedule on file XX 00000 If no entry appears above, the number of days notice for nonpayment of premium will be 10 days. It is understood and agreed that in the event of cancellation or any material restrictions in coverage during the policy period, the Insurer also agrees to mail prior written notice of cancellation or material restriction to the person or organization listed in the above Schedule. Such notice will be sent prior to such cancellation in the manner prescribed in the above Schedule. All other terms and conditions of the Policy remain unchanged This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74702XX (1-15) Page 1 of 1 The Continental Insurance Co. Insured Name: GHIRARDELLI ASSOCIATES, INC. Policy No: 6075689503 Endorsement No: 36 Effective Date: 11/15/2025 Copyright CNA All Rights Reserved. CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations subject to such written contract; or B. In the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. The written contract requires you to provide the additional insured such coverage; and 2. This Coverage Part provides such coverage; and C. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: 1. Coverage broader than what you are required to provide by the written contract; or 2. A higher limit of insurance than what you are required to provide by the written contract. Any coverage granted by this Paragraph I. shall apply solely to the extent permissible by law. II. If the written contract requires additional insured coverage under the 07-04 edition of CG2010 or CG2037, then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations subject to such written contract; or B. In the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. The written contract requires you to provide the additional insured such coverage; and 2. This Coverage Part provides such coverage. III. But if the written contract requires: A. Additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10- 01 edition of CG2037; or B. Additional insured coverage with "arising out of" language; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. CNA75079XX (3-22) Page 1 of 3 The Continental Insurance Co. Insured Name: GHIRARDELLI ASSOCIATES, INC. Policy No: 6075689503 Endorsement No: 15 Effective Date: 11/15/2025 Copyright CNA All Rights Reserved. CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement IV. But if the written contract requires additional insured coverage to the greatest extent permissible by law, then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. V. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. The rendering of, or the 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; and 2. Supervisory, inspection, architectural or engineering activities; or B. Any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this Coverage Part. VI. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this Coverage Part: Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. Primary and non-contributing with other insurance available to the additional insured; or 2. Primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. Give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. Send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. Make available any other insurance, and endeavor to tender the defense and indemnity of any claim to any other insurer or self -insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to other insurance under which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. CNA75079XX (3-22) Page 2 of 3 The Continental Insurance Co. Insured Name: GHIRARDELLI ASSOCIATES, INC. Policy No: 6075689503 Endorsement No: 15 Effective Date: 11/15/2025 Copyright CNA All Rights Reserved. CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement VIII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this Coverage Part, provided the contract or agreement: A. Was executed prior to: 1. The bodily injury or property damage; or 2. The offense that caused the personal and advertising injury; for which the additional insured seeks coverage; and B. Is still in effect at the time of the bodily injury or property damage occurrence or personal and advertising injury offense. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. U, U, O U, CO O U, 0 CD U, O CD CO O O O O N O O CNA75079XX (3-22) Page 3 of 3 The Continental Insurance Co. Insured Name: GHIRARDELLI ASSOCIATES, INC. Policy No: 6075689503 Endorsement No: 15 Effective Date: 11/15/2025 Copyright CNA All Rights Reserved. ANA Workers Compensation And Employers Liability Insurance Policy Endorsement This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers' Compensation Insurance G. Recovery From Others and Part Two - Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: G -19160-B (11-1997) Endorsement Effective Date: Endorsement Expiration Date: 06/01/2027 Endorsement No: 2; Page: 1 of 1 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 Policy No: WC 7 33849267 Policy Effective Date: 06/01/2026 © Copyright CNA All Rights Reserved. ANA Workers Compensation And Employers Liability Insurance Policyholder Notice It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate Holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate Holder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: CC68021 A (02-2013) Policy No: WC 7 33849267 Policyholder Notice; Page: 1 of 1 Policy Effective Date: 06/01/2026 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. CITY OF MASTER PROFESSIONAL/SPECIALIZED SERVICES AGREEMENT WITH GHIRARDELLI ASSOCIATES, INC. CUPERTINO 1. PARTIES This Master Agreement is made by and between the City of Cupertino, a municipal corporation ("City"), and Ghirardelli Associates, Inc. ("Contractor") a Corporation for 2026 - 2027 Pavement Maintenance Program, and is effective on the last date signed below ("Effective Date"). 2. SERVICES 2.1 Scope of Services. Contractor agrees to provide the Services set forth in the Scope of Services, attached and incorporated here as Exhibit A, on an as -needed basis. The Services must comply with this Agreement and with each Service Order issued by the City's Project Manager or his/her designee, in accordance with the following procedures, unless otherwise specified in Exhibit A. Contractor further agrees to carry out work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Service Orders. Before issuing a Service Order, the City Project Manager will request Services in writing and hold a meeting with Contractor to discuss the Service Order. Contractor will submit a written proposal that includes a specific Scope of Services, Schedule of Performance, and Compensation, which the Parties will discuss. Thereafter, City will execute a Service Order Form for the Services, attached and incorporated here as Exhibit B. The Service Order will specify the Scope of Services, Schedule of Performance, Compensation, and any other conditions applicable to the Service Order. Issuance of a Purchase Order is discretionary. The City Project Manager is authorized to streamline these procedures based on the City's best interests. Contractor will not be compensated for Services performed without a duly authorized and executed Service Order. 2.3 Contractor's duties and services under this agreement shall not include preparing or assisting the City with any portion of the City's preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor's participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on December 31, 2028 ("Contract Time"), unless terminated earlier as provided herein. The City's appropriate department head or City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City's purchasing policy. Master Professional/Specialized Services Agreement/ Rev. April2024 2026 - 2027 Pavement Maintenance Program Page 1 of 9 3.2 Schedule of Performance. Contractor must deliver the Services within the time specified in each Service Order, and under no circumstances should the Services go beyond the Contract Time. 3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Contractor must have sufficient time, resources and qualified staff to deliver the Services on time. Contractor must respond promptly to each Service Order request. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $220,000.00 ("Contract Price"), based upon the Scope of Services in Exhibit A and the budget and rates included. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. 4.2 Per Service Order. Compensation for Services provided under a Service Order will be based on the rates set forth in the Service Order, which shall not exceed the capped amount specified in the Service Order. 4.3 Invoices and Payments. Except as otherwise provided in a Purchase Order, monthly invoices must state a description of the deliverables completed and the amount due for the preceding month. Thirty (30) days prior to expiration of the Agreement, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Noncompliance with this requirement relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation, or other benefits from the City. 5.2 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials, and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor Master Professional/Specialized Services Agreement/ Rev. April 2024 2026 - 2027 Pavement Maintenance Program Page 2 of 9 and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor's business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City, and actual attorney's fees incurred by City in connection with the above. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third -party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re -Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub -Contractors, prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; Master Professional/Specialized Services Agreement/ Rev. April 2024 2026 - 2027 Pavement Maintenance Program Page 3 of 9 (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single -sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City's final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 1"OUVIaI�II-tl Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity will be considered an assignment of the Agreement and subject to City approval. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and Contractors ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings), of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: Master Professional/Specialized Services Agreement/ Rev. April 2024 2026 - 2027 Pavement Maintenance Program Page 4 of 9 (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub -subcontractors; (d) Unauthorized use or disclosure of City's confidential and proprietary information; (e) Claim of infringement or violation of a U.S patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third -party claim. At City's request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4 Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order or other transaction. 11.5 Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6 This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit C, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. Master Professional/Specialized Services Agreement/ Rev. April 2024 2026 - 2027 Pavement Maintenance Program Page 5 of 9 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired -Immune Deficiency Syndrome (AIDS,) or any other protected classification. Contractor shall comply with all anti -discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or Contractor's employees or sub -contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Susan Michael as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Lynette Kong as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with City instructions, service orders and the Schedule of Performance. Contractor must regularly update the City's project manager about the status, progress and any delays with the work. City's written approval is required prior to Contractor substituting a new Representative which shall result in no additional costs to City. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts thereof at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City's pre -approval in writing, the time spent in Master Professional/Specialized Services Agreement/ Rev. April 2024 2026 - 2027 Pavement Maintenance Program Page 6 of 9 closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW. VENUE. AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross -complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. Master Professional/Specialized Services Agreement/ Rev. April 2024 2026 - 2027 Pavement Maintenance Program Page 7 of 9 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino To Contractor: Office of the City Manager Ghirardelli Associates, Inc. 10300 Torre Ave. 6601 Owens Drive, Suite 155 Cupertino, CA 95014 Pleasanton, CA 94588 Attention: Susan Michael Attention: Lynette Kong Email: SusanM@cupertino.org Email: lkong@ghirardelliassoc.com 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. SIGNATURES CONTINUE ON THE FOLLOWING PAGE Master Professional/Specialized Services Agreement/ Rev. April 2024 2026 - 2027 Pavement Maintenance Program Page 8 of 9 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO A Municipal Corporation By Name Chad Mosley Title Director of Public Works Date 11/12/2025 APPROVED AS TO FORM: MICHAEL K. WOO Senior Assistant City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date 11/12/2025 GHIRARDELLI ASSOCIATES, INC. By Name Randall Bruner, PE Title President/CEO Date 11/12/2025 Master Professional/Specialized Services Agreement/ Rev. April 2024 2026 - 2027 Pavement Maintenance Program Page 9 of 9 EXHIBIT A SCOPE OF SERVICES SCOPE OF WORK Consultant will provide project management, construction management, inspection, and material testing services during design and construction of the Pavement Maintenance Program (PMP). The Consultant will be responsible for providing professional pavement management services, including the use of the StreetSaver software platform. The objective is to assist the City in maintaining, updating, and optimizing its PMP to effectively prioritize roadway maintenance and rehabilitation efforts. PROJECT DESCRIPTION • Project Name: 2026 Pavement Maintenance Program, Phase 1 and 2 • Estimated Construction Contract Cost: $ 4,800,000 • Estimated Working Days: 400 • Anticipated Start of [Planning] Work: October 2025. PROJECT SCOPE OF WORK The PMP is divided into two phases: • Phase 1: Grinding and Paving (May - September 2026, with bid opening in December 2025) Phase 2: Crack Sealing, Fog Sealing, Slurry Sealing, and Striping (August - October 2026, with bid opening in January/February 2026) The Consultant will begin with Tasks 1 through 4. Phase 1 is scheduled to go out to bid in November 2025, with construction expected to begin in May 2026. Phase 2 is anticipated to go out to bid in January 2026, with construction commencing in August 2026. The tasks outlined herein represent the City's primary expectations; however, the list is not intended to be exhaustive. Proposing firms are encouraged to review the detailed scope and identify any additional tasks they believe would enhance the project. Any such additional tasks will be reviewed and considered by the City as "Optional Services." Task 1- Data Review and Validation • Review existing pavement inventory and condition data within the City's StreetSaver database. • Validate the integrity and accuracy of current PCI (Pavement Condition Index) data. • Coordinate and perform pavement condition surveys (if required) • Coordinate and perform concrete condition surveys to identify flowline repairs and ADA improvements required prior to asphalt paving. • Coordinate with City staff to incorporate recent roadway improvements or changes not currently reflected in the system RFP for PM/CM services City of Cupertino Page 1 of 4 2026 Pavement Maintenance Program Task 2- Perform Network Planning Develop a prioritized multi -year maintenance and rehabilitation (M&R) plan (3- to 5 -year horizon), aligned with available budgets. This requires coordination with other City Departments (Transportation, CIP and Maintenance) as well as various Public Utility Companies. Adjust M&R unit costs and treatment strategies as needed. Task 3 - Reporting and Deliverables • Prepare and submit a comprehensive Pavement Management Report, including: o Current pavement condition summary (e.g., average PCI, backlog) o Recommended multi -year M&R plan o Budget needs analysis and funding scenarios o Visualizations such as maps, graphs, and summary tables Task 4- Bid Support • Prepare draft technical specifications and bidding instructions (similar to Exhibits A and B) for Phase 1 in October/November 2025 and for Phase 2 in January 2026. This may include construction and/or striping plans as necessary, particularly for work on arterial and collector roads. City Staff will review, edit and post the manuals, as well as administer the bid process. • Procurement review and analysis: Consultant will be one of the reviewers of the bid submittals. Task 5 — Construction Administration (Final scope and fees to be negotiated after Construction contract award) • Organize and run the Pre -Construction meeting with the successful bidder. • Submittals, Impacts and Schedule Analysis • Change Order Management • Progress Payments • Certified Payroll documentation collection (monthly) • Contract Claims Review and Support • Project Closeout and Record Drawings Task 6 - Construction Inspection and Testing (Final scope and fees to be negotiated after Construction contract award) • Daily Field Inspection and Documentation • Special Inspections • Material Testing • Storm Water Pollution Prevention • QAP inspection forms The Consultant scope of services may include, but is not limited to project management throughout all phases of design and construction of the PMP work including but not limited RFP for PM/CM services City of Cupertino Page 2 of 4 2026 Pavement Maintenance Program to attendance at weekly meetings, pre -construction activities, schedule and budget management, procurement review and advice, cost sharing agreement engagement (with neighboring municipalities), review of submittals, change order management, field inspection and documentation, Caltrans LAPM and grant funding documentation requirements, material testing, progress payments, and project closeout. The City will review the proposals received and select the most highly qualified consultant. PROJECT TEAM The Consultant is responsible for providing a team of qualified personnel to deliver the Project on schedule, per specifications, and within budget. The Consultant shall provide all necessary key personnel for the project, including a Project Manager[s], and Construction Inspector[s], (the Team) along with all other supporting staff necessary to provide for the administration of this project. The Consultant key personnel identified in the proposal may not be substituted during the course of the project without written approval of the City. The City requires that the Consultant include quality assurance Material Testing services to ensure the projects complies with Caltrans LAPM and the City's Quality Assurance Program (QAP) as detailed in Attachment B and noted in Task 6. Specifically, all sampling and testing personnel shall have and maintain proper certifications, all laboratories shall have and maintain proper qualifications, and all equipment is verified to be calibrated. Firm Experience: The firm shall have the experience to fulfill the City's needs and administer the project per project plans, specifications, and budget as well as complying with project delivery requirements appropriate for Caltrans LAPM state -funded projects. 1. Project Manager The Project Manager must at a minimum meet the desired qualifications and experience as described below: • Is a California registered professional civil engineer, or directly reports to a professional civil engineer • Has over 8 years of experience with project management of projects that includes oversight of similar design and construction projects • Communicates on a regular basis with [client] on project status • Makes recommendations to City staff for change orders and time extensions • Manages project budget • Provides expert assistance on construction matters for design and construction • Proficient in writing reports, memos, letters, and contract documentation • The ability to foresee, anticipate, plan, coordinate and execute the scheduling of critical path project activities well in advance of actual construction • Familiarity with the requirements of state -funded project processes and Caltrans Local Authority Project Manual (LAPM) and QAP documentation RFP for PM/CM services City of Cupertino Page 3 of 4 2026 Pavement Maintenance Program 2. Construction Manager (can be the same as Project Manager) The Construction Manager must at a minimum meet the desired qualifications and experience as described below: • Is a California registered professional civil engineer, or directly reports to a professional civil engineer • Has over 8 years of experience with construction management of projects that includes oversight of similar design and construction projects • Communicates on a regular basis with [client] on project status • Supervises assigned personnel • Makes recommendations to City staff for change orders and time extensions • Manages project budget • Provides expert assistance on construction matters for design and construction • Conducts weekly construction meetings • Proficient in writing reports, memos, letters, and contract documentation • The ability to foresee, anticipate, plan, coordinate and execute the scheduling of critical path project activities well in advance of actual construction • Familiarity with the requirements of state -funded project processes and Caltrans Local Authority Project Manual (LAPM) and QAP documentation. 3. Construction Inspector The Construction Inspector(s) (CI) must at the minimum meet the desired qualifications and experience as described below: • Has over 5 years of experience with construction inspection of projects that include oversight of similar construction projects • Proficient in writing reports, memos, letters, and contract documentation • The ability to accept direction from City staff in a positive and open manner • Can provide firm and clear directions to contractors • Can communicate well with members of the public when required. RFP for PM/CM services City of Cupertino Page 4 of 4 2026 Pavement Maintenance Program Ghirardelli 4 ASSOCIATES Municipal Engineering Services Hourly Rates Senior Principal Engineer $310 Principal Engineer $287 Senior Project Manager $270 Project Manager $254 Senior Engineer $243 Associate Engineer $215 Assistant Engineer $183 Senior Management Analyst $193 Management Analyst $166 Administrative Assistance $100 Engineering Trainee $89 1) Services are billed on a time -and -materials basis. All hourly rates include overhead costs. Overtime services provided outside of normal business hours will be billed at 1.5x the applicable rate. 2) Any extensive reproduction or delivery service charges shall be billed at actual. 3) Rates valid through 12/31/2025 . Annual rate escalation is 5%. EXHIBIT B SERVICE ORDER FORM Exhibit B CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. Master Agreement Contract #: MA Date: Maximum Compensation: MA End Date: Consultant: Firm Name: Address: Contact: Ph: Project Name: I�Description: (simple project description if appropriate) Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation City Project Management Managing Department: Public Works Project Manager: Fiscal/Budget: Master Agreement Maximum Compensation: Total Previously Encumbered to Date: Encumbrance this Service Order: Master Agreement Unencumbered Balance: SO Acc't #: PO #: Project #: Date: Approvals Signatures: Consultant/ Date: Contractor Manager/ Supervisor: Date: Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are available as of this date of signature City Finance: Date: City of Cupertino Master Agreement Service Order EXHIBIT C Insurance Requirements Profession al/Specialized Services Agreement Contractor shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): with coverage at least as broad as Insurance Services Office ("ISO") Form CG 00 01, with limits no less than $2,000,000 per occurrence, $2,000,000 general aggregate, and $2,000,000 products and completed operations aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Contractor's policy shall allow and be endorsed "primary and non- contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City. The City's own insurance or self-insurance shall not be called upon. 2. Automobile Liability: Coverage shall be provided using ISO Form Number CA 00 01 (or equivalent) covering any auto (Code 1), or if Contractor has no owned autos, hired (Code 8) and non -owned autos (Code 9), with limits no less than $1,000,000 each accident for bodily injury and property damage. ❑ Not required. Consultant shall be fully remote and not use automobiles to provide the service. In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non -owned and hired autos (any auto -Symbol 1), or if Consultant does not own autos (hired autos -Symbol 8 and non -owned autos -Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. ❑ Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos -Symbol 8 and non -owned autos -Symbol 9. Primary and Non - Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non -owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the Insurance Requirements for Professional/Specialized Services Version: May 2025 Agreement Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non -owned and hired autos (any auto -Symbol 1). ❑ In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 3. Workers' Compensation: As required by the State of California, with Statutory Limits, and Employer's Liability Insurance of no less than $1,000,000 each accident /disease. O Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, if applicable and as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims -made basis form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the Contract Effective Date, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance policies shall contain, be endorsed and have the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers ("Additional Insureds") are to be covered and endorsed as additional insureds on Contractor's CGL and automobile liability policies. General Liability coverage shall be in the form of an endorsement to Contractor's insurance (at least as broad as ISO Form CG 2010 (11 85) or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms, if a later edition is used. Primary and Non -Contributory Coverage Except for Workers' Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed primary with coverage at least as broad as the most recent edition of ISO CG 20 01 as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, and volunteers shall be excess of Contractor's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment ofpremiums. If a carrier will not provide the required notice of cancellation or policy modification, the Contractor shall provide written notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Contractor waives any right to subrogation against City/Additional Insureds for recovery of damages to the Insurance Requirements for Professional/Specialized Services Version: May 2025 Agreement extent said losses are covered by the insurance policies required herein. Specifically, the General Liability, Automobile Liability and Workers' Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City for all work performed by Contractor, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self -Insured Retentions Any deductible or self -insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert "$0"). At City's option, either: the insurer must reduce or eliminate the deductible or self -insured retentions as respects the City/Additional Insureds; or Contractor must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A -VII or higher. Verification of Coverage Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City prior to commencing the Services. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor's obligation to provide them. City retains the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance required herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13. Higher Insurance Limits If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Contractor. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Insurance coverage shall not limit Contractor's duties to indemnify, defend and hold City harmless. City reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer, coverage or other special circumstances. Insurance Requirements for Professional/Specialized Services Version: May 2025 Agreement GHIRASS-01 KPOWEI ACOR0 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 10/1/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#0757776 0757776 CONTACT NAME: HUB International Insurance Services Inc. PHHco, No, Ext): (925 609-6500 FAX g25 609-6550 3000 Executive Parkway ) (A/C, No):( ) Suite 300 E-MAILDESS: San Ramon, CA 94583 INSURED Ghirardelli Associates, Inc. 2990 Lava Ridge Court, Suite 200 Roseville, CA 95661 INSURER F: PA 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 TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR X X C6075689503 11/15/2024 11/15/2025 DAMAGE TO RENTED PREMISES Ea occurrence 1,000,000 $ MED EXP (Anyone person) $ 15,000 �j Ded: 0 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PE0 LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: B AUTOMOBILE LIABILITY COMBINEDdent SINGLE LIMIT Ea acci $ 1,000,000 X BODILY INJURY (Per person) $ ANY AUTO X X BUA 6075689498 11/15/2024 11/15/2025 OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY X Ded:0 A UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 X EXCESS LIAB CLAIMS -MADE X X CUE 6075689517 11/15/2024 11/15/2025 AGGREGATE $ 10,000,000 DED X RETENTION $ 10,000 $ C WORKERS COMPENSATION AND EMPLOYERSLIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y /--i (Mandatory /Min BENHEXCLUDED? N / A X WC 7 33849267 6/1/2025 6/1/2026 X PER 0TH - STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE 1,000,000 $ If yes, describe under Ded' 0 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1,000,000 $ D Prof & Poll Liab AEH288376164 6/1/2025 6/1/2026 Occurrence&Aggregate 5,000,000 D PROF & POLL LIAB AEH288376164 6/1/2025 6/1/2026 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: GAI Project No. 23660 The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers are Additional Insured with regard to General Liability when required by written contract per the attached endorsement form CNA75079XX 01/16 Primary & Non -Contributory included. Waiver of Subrogation with regard to General Liability applies when required by written contract per the attached endorsement form CNA74858XX 01/15. Additional Insured with regard to Auto Liability applies when required by written contract per the attached endorsement form CNA63359XX 04/12, Primary & Non -Contributory included. Waiver of Subrogation with regard to Auto Liability applies when required by written contract per the attached endorsement form CA0444 10/13. Waiver of Subrogation SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino P THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Department of Public Works 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino, CA 95014 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: GHIRASS-01 LOC #: 0 KPOWELLI ACORD ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY License # 0757776 NAMED INSURED HUB International Insurance Services Inc. 2990 Ghiraravai edge Court, uInc.S Lava Rid a Suite 200 Roseville, CA 95661 POLICY NUMBER SEE PAGE 1 CARRIER NAIC CODE SEE PAGE 1 SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/Locations/Vehicles: with regard to Workers Compensation applies when required by written contract per the attached endorsement form G19160B 11/97. Excess Liability follows form of the underlying General, Auto and Employers Liability policies. 30 Days Notice of Cancellation with regard to General liability per the attached endorsement form CNA74702XX (1-15). 30 Days Notice of Cancellation with regard to WorkersCompensation per the attached endorsement form CC68021A (02-13). 30 Days Notice of Cancellation with regard to Professional Liability per the attached endorsement form CNA79045XX (09-14). ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. II. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10- 01 edition of CG2037; or B. additional insured coverage with "arising out of' language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the 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; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: CNA75079XX (10-16) Policy No: 6075689503 Page 1 of 2 Endorsement No: 8 The Continental Insurance Co. Insured Name: GHIRARDELLI ASSOCIATES, INC. Effective Date: 11/15/2024 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. primary and non-contributing with other insurance available to the additional insured; or 2. primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self -insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to insurance on which the additional insured is a named insured. I Ile in surer Ills no duty to defend Ur Irldellllllly arl dddlLIUlldl IlIJUl U Under UIIIJ e llUUlS@III@lIL Until the IIISUrer ltjutj VCJ written notice of a claim from the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage: or 2. the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (10-16) Policy No: 6075689503 Page 2 of 2 Endorsement No: 8 The Continental Insurance Co. Insured Name: GHIRARDELLI ASSOCIATES, INC. Effective Date: 11/15/2024 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement by the indemnitee at the Insurer's request will be paid as defense costs. Such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. C. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. This PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 22. PROPERTY DAMAGE — ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23. RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES WHO IS INSURED is amended to include as Insureds natural persons who are retired partners, members, directors or employees, but only for bodily injury, property damage or personal and advertising injury that results from services performed for the Named Insured under the Named Insured's direct supervision. All limitations that apply to employees and volunteer workers also apply to anyone qualifying as an Insured under this Provision. 24. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS - COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 25. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 26. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations: or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: CNA74858XX (1-15) Policy No: 6075689503 Page 16 of 18 Endorsement No: 3 The Continental Insurance Co. Insured Name: GHIRARDELLI ASSOCIATES, INC. Effective Date: 11/15/2024 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. is in effect or becomes effective during the term of this Coverage Part: and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 27. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap-up) insurance program by applicable state statute or regulation. If the endorsement EXCLUSION - CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs (C.C.I.P.) is attached, then the following changes apply: A. The following wording is added to the above -referenced endorsement: With respect to a consolidated (wrap-up) insurance program project in which the Named Insured is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of: 1. Bodily injury, property damage, or personal or advertising injury that occurs during the Named Insured's ongoing operations at the project, or during such operations of anyone acting on the Named Insured's behalf; nor 2. Bodily injury or property damage included within the products -completed operations hazard that arises out of those portions of the project that are not residential structures. B. Condition 4. Other Insurance is amended to add the following subparagraph 4.b.(1)(c): This insurance is excess over: (c) Any of the other insurance whether primary, excess, contingent or any other basis that is insurance available to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up) insurance program, but only as respects the Named Insured's involvement in that consolidated (wrap-up) insurance program. C. DEFINITIONS is amended to add the following definitions: Consolidated (wrap-up) insurance program means a construction, erection or demolition project for which the prime contractor/project manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project, such as an Owner Controlled Insurance Program (O.C.I.P.) or Contractor Controlled Insurance Program (C.C.I.P.). Residential structure means any structure where 30% or more of the square foot area is used or is intended to be used for human residency, including but not limited to: 1. single or multifamily housing, apartments, condominiums, townhouses, co-operatives or planned unit developments; and 2. the common areas and structures appurtenant to the structures in paragraph 1. (including pools, hot tubs, detached garages, guest houses or any similar structures). However, when there is no individual ownership of units, residential structure does not include military housing, college/university housing or dormitories, long term care facilities, hotels or motels. Residential structure also does not include hospitals or prisons. CNA74858XX (1-15) Policy No: 6075689503 Page 17 of 18 Endorsement No: 3 The Continental Insurance Co. Insured Name: GHIRARDELLI ASSOCIATES, INC. Effective Date: 11/15/2024 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA Business Auto Policy Policy Endorsement CONTRACTORS EXTENDED COVERAGE ENDORSEMENT - BUSINESS AUTO PLUS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. LIABILITY COVERAGE A. Who Is An Insured The following is added to Section II, Paragraph A.1., Who Is An Insured: 1. a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1. does not apply to any such entity that is an insured under any other liability "policy" providing auto coverage. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: a. Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. b. Does not apply to: (1) Bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization; or (2) Any such organization that is an insured under any other liability "policy" providing auto coverage. 3. Any person or organization that you are required by a written contract to name as an additional insured is an insured but only with respect to their legal liability for acts or omissions of a person, who qualifies as an insured under SECTION II - WHO IS AN INSURED and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non-contributory to insurance on which the additional insured is a Named Insured. 4. An employee of yours is an insured while operating an auto hired or rented under a contract or agreement in that employee's name, with your permission, while performing duties related to the conduct of your business. "Policy", as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: 1. Which are no longer in force; or 2. Whose limits have been exhausted. B. Bail Bonds and Loss of Earnings Section II, Paragraphs A.2. (2) and A.2. (4) are revised as follows: 1. In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and 2. In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day. Form No: CNA63359XX (04-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 15; Page: 1 of 4 Underwriting Company: American Casualty Company Of Reading, PA, 151 N Franklin St, Chicago, IL 60606 Policy No: BUA 6075689498 Policy Effective Date: 1 1 /15/2024 Policy Page: 80 of 342 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. CNA Business Auto Policy Policy Endorsement C. Fellow Employee Section II, Paragraph B.5 does not apply. Such coverage as is afforded by this provision C. is excess over any other collectible insurance. II. PHYSICAL DAMAGE COVERAGE A. Glass Breakage - Hitting A Bird Or Animal - Falling Objects Or Missiles The following is added to Section III, Paragraph A.3.: With respect to any covered auto, any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. B. Transportation Expenses Section III, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide: a. $60 per day, in lieu of $20; subject to b. $1,800 maximum, in lieu of $600. C. Loss of Use Expenses Section III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide: a. $1,000 maximum, in lieu of $600. D. Hired "Autos" The following is added to Section III. Paragraph A.: 5. Hired "Autos" If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to: a. Any covered auto you lease, hire, rent or borrow without a driver; and b. Any covered auto hired or rented by your employee without a driver, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. c. The most we will pay for any one accident or loss is the actual cash value, cost of repair, cost of replacement or $75,000, whichever is less, minus a $500 deductible for each covered auto. No deductible applies to loss caused by fire or lightning. d. The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned autos. e. Such physical damage coverage for hired autos will: (1) Include loss of use, provided it is the consequence of an accident for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. (2) Such coverage as is provided by this provision will be subject to a limit of $750 per accident. E. Airbag Coverage The following is added to Section III, Paragraph B.3.: The accidental discharge of an airbag shall not be considered mechanical breakdown. Form No: CNA63359XX (04-2012) Policy No: BUA 6075689498 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 1 1 /15/2024 Endorsement No: 15; Page: 2 of 4 Policy Page: 81 of 342 Underwriting Company: American Casualty Company Of Reading, PA, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. CNA F. Electronic Equipment Business Auto Policy Policy Endorsement Section III, Paragraphs B.4.c and B.4.d. are deleted and replaced by the following: c. Physical Damage Coverage on a covered auto also applies to loss to any permanently installed electronic equipment including its antennas and other accessories d. A $100 per occurrence deductible applies to the coverage provided by this provision. G. Diminution In Value The following is added to Section III, Paragraph B.6.: Subject to the following, the diminution in value exclusion does not apply to: a. Any covered auto of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and b. Any covered auto of the private passenger type hired or rented by your employee without a driver for a period of 30 days or less, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. c. Such coverage as is provided by this provision is limited to a diminution in value loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. d. The most we will pay for loss to a covered auto in any one accident is the lesser of: (1) $5,000; or (2) 20% of the auto's actual cash value (ACV). III. Drive Other Car Coverage — Executive Officers The following is added to Sections II and III: 1. Any auto you don't own, hire or borrow is a covered auto for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your "executive officers", except: a. An auto owned by that "executive officer" or a member of that person's household; or b. An auto used by that "executive officer" while working in a business of selling, servicing, repairing or parking autos. Such Liability and/or Physical Damage Coverage as is afforded by this provision. (1) Equal to the greatest of those coverages afforded any covered auto; and (2) Excess over any other collectible insurance. 2. For purposes of this provision, "executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such "executive officers" are insureds while using a covered auto described in this provision. IV. BUSINESS AUTO CONDITIONS A. Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to Section IV, Paragraph A.2.a.: Form No: CNA63359XX (04-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 15; Page: 3 of 4 Underwriting Company: American Casualty Company Of Reading, PA, 151 N Franklin St, Chicago, IL 60606 Policy No: BUA 6075689498 Policy Effective Date: 1 1 /15/2024 Policy Page: 82 of 342 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. CNA Business Auto Policy Policy Endorsement (4) Your employees may know of an accident or loss. This will not mean that you have such knowledge, unless such accident or loss is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to Section IV, Paragraph A.2.b.: (6) Your employees may know of documents received concerning a claim or suit. This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. B. Transfer Of Rights Of Recovery Against Others To Us The following is added to Section IV, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss. C. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B.2.: Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. D. Other Insurance The following is added to Section IV, Paragraph B.5.: Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non-contributory basis. This provision is applicable only when required by a written contract. That written contract must have been entered into prior to Accident or Loss. E. Policy Period, Coverage Territory Section IV, Paragraph B. 7.(5).(a). is revised to provide: a. 45 days of coverage in lieu of 30 days. V. DEFINITIONS Section V. paragraph C. is deleted and replaced by the following: Bodily injury means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these. Form No: CNA63359XX (04-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 15; Page: 4 of 4 Underwriting Company: American Casualty Company Of Reading, PA, 151 N Franklin St, Chicago, IL 60606 Policy No: BUA 6075689498 Policy Effective Date: 1 1 /15/2024 Policy Page: 83 of 342 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. CNA Business Auto Policy Policy Endorsement WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: GHIRARDELLI ASSOCIATES, INC. Endorsement Effective Date: 1 1 /1 5/2024 SCHEDULE Name(s) Of Person(s) Or Organization(s): Blanket when required by written contract. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Form No: CA 04 44 10 13 Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 4; Page: 1 of 1 Underwriting Company: American Casualty Company Of Reading, PA, 151 N Franklin St, Chicago, IL 60606 Policy No: BUA 6075689498 Policy Effective Date: 11/15/2024 Policy Page: 64 of 342 © Copyright Insurance Services Office, Inc., 2011 C�A Workers Compensation And Employers Liability Insurance Policy Endorsement This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers' Compensation Insurance G. Recovery From Others and Part Two - Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: G -19160-B (11-1997) Endorsement Effective Date: Endorsement Expiration Date: 06/01/2026 Endorsement No: 2; Page: 1 of 1 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 Policy No: WC 7 33849267 Policy Effective Date: 06/01/2025 © Copyright CNA All Rights Reserved. CNA D. Coverage D - Key Employee Exclusions CNA Paramount Excess and Umbrella Liability Policy With respect to Coverage D — Key Employee, this insurance does not apply to any actual or alleged: 1. Death or Disability death or permanent disability of a key employee relating to, or arising out of: a. nuclear reaction or radiation or radioactive contamination, however caused; b. sickness or disease, including mental illness or mental injury; c. pregnancy, childbirth, miscarriage or abortion; d. suicide, attempted suicide or self inflicted bodily injury, while sane or insane; e. the key employee's intoxication, impairment or otherwise being under the influence of alcohol or controlled substances; f. war, including undeclared or civil war; g. warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or h. insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. 2. Other Expenses a. expenses the Named Insured incurs which the Named Insured would not have incurred if the Named Insured had used all reasonable means to: i. find a permanent replacement for the key employee; and ii. reduce or discontinue the key employee replacement expense; as soon as possible after the Named Insured's permanent loss of the services of the key employee caused by a covered accident. b. additional expenses incurred due to the Named Insured's loss of the services of a permanent replacement appointed or hired to replace a key employee, however caused. However, this exclusion does not apply if the replacement employee is included in the definition as a key employee and the Named Insured's loss of the services of the replacement employee is caused by a covered accident. IV. WHO IS AN INSURED The following persons or organizations are Insureds. A. With respect to Coverage A - Excess Follow Form Liability, the Named Insured and any persons or organizations included as an insured under the provisions of underlying insurance are Insureds, and then only for the same coverage, except for limits of insurance, afforded under such underlying insurance. B. With respect to the Coverage B - Umbrella Liability: 1. If the Named Insured is designated in the Declarations of this Policy as: a. an individual, the Named Insured and the Named Insured's spouse are Insureds, but only with respect to the conduct of a business of which the Named Insured is the sole owner. b. a partnership or joint venture, the Named Insured is an Insured. The Named Insured's members, the Named Insured's partners, and their spouses are also Insureds, but only with respect to the conduct of the Named Insured's business. Form No: CNA75504XX (03-2015) Policy No: CUE 6075689517 Policy Page: 14 of 32 Policy Effective Date: 11/15/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 26 of 52 © Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy c. a limited liability company, the Named Insured is an Insured. The Named Insured's members are also Insureds, but only with respect to the conduct of the Named Insured's business. The Named Insured's managers are Insureds, but only with respect to their duties as the Named Insured's managers. an organization other than a partnership, joint venture or limited liability company, the Named Insured is an Insured. The Named Insured's executive officers and directors are Insureds, but only with respect to their duties as the Named Insured's officers or directors. The Named Insured's stockholders are also Insureds, but only with respect to their liability as stockholders. a trust, the Named Insured is an Insured. The Named Insured's trustees are also Insureds, but only with respect to their duties as trustees. 2. Each of the following are also Insureds: The Named Insured's volunteer workers but only while performing duties related to the conduct of the Named Insured's business. b. The Named Insured's employees, other than either the Named Insured's executive officers (if the Named Insured is an organization other than a partnership, joint venture or limited liability company) or the Named Insured's managers (if the Named Insured is a limited liability company), but only for acts within the scope of their employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business. However, none of these employees or volunteer workers are Insureds for: i. bodily injury or personal and advertising injury: (a) to the Named Insured, to the Named Insured's partners or members (if the Named Insured is a partnership or joint venture), to the Named Insured's members (if the Named Insured is a limited liability company), to a co -employee while in the course of his or her employment or performing duties related to the conduct of the Named Insured's business, or to the Named Insured's other volunteer workers while performing duties related to the conduct of the Named Insured's business; (b) to the spouse, child, parent, brother or sister of that co -employee or volunteer worker as a consequence of paragraph (i)(a) above; (c) for which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraph i. (a) or (b) above; or (d) arising out of his or her providing or failing to provide professional health care services. ii. property damage to property: (a) owned, occupied or used by; (b) rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; the Named Insured, any of the Named Insured's employees, volunteer workers, any partner or member (if the Named Insured is a partnership or joint venture), or any member (if the Named Insured is a limited liability company). C. With respect to the Coverage C - Crisis Event Management and the Coverage D - Key Employee, the Named Insured is the Insured. V. LIMITS OF INSURANCE A. Multiple Insureds, claims, claimants The limits of insurance shown in the Declarations of this Policy and the rules below fix the most the Form No: CNA75504XX (03-2015) Policy No: CUE 6075689517 Policy Page: 15 of 32 Policy Effective Date: 11/15/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 27 of 52 © Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy or organization which may be liable to the Insured because of injury or damage to which this insurance may also apply; and vi. will not voluntarily make a payment, except at its own cost, assume any obligation, or incur any expense, other than for first aid, without the Insurer's prior consent. 3. Cooperation With respect to both Coverage A - Excess Follow Form Liability and Coverage B — Umbrella Liability, the Named Insured will cooperate with the Insurer in addressing all claims required to be reported to the Insurer in accordance with this paragraph O. Notice of Claims/Crisis Management Event/Covered Accident, and refuse, except solely at its own cost, to voluntarily, without the Insurer's approval, make any payment, admit liability, assume any obligation or incur any expense related thereto. P. Notices Any notices required to be given by an Insured shall be submitted in writing to the Insurer at the address set forth in the Declarations of this Policy. Q. Other Insurance If the Insured is entitled to be indemnified or otherwise insured in whole or in part for any damages or defense costs by any valid and collectible other insurance for which the Insured otherwise would have been indemnified or otherwise insured in whole or in part by this Policy, the limits of insurance specified in the Declarations of this Policy shall apply in excess of, and shall not contribute to a claim, incident or such event covered by such other insurance. With respect to Coverage A — Excess Follow Form Liability only, if: a. the Named Insured has agreed in writing in a contract or agreement with a person or entity that this insurance would be primary and would not seek contribution from any other insurance available; b. Underlying Insurance includes that person or entity as an additional insured; and c. Underlying Insurance provides coverage on a primary and noncontributory basis as respects that person or entity; then this insurance is primary to and will not seek contribution from any insurance policy where that person or entity is a named insured. R. Premium All premium charges under this Policy will be computed according to the Insurer's rules and rating plans that apply at the inception of the current policy period. Premium charges may be paid to the Insurer or its authorized representative. S. In Rem Actions A quasi in rem action against any vessel owned or operated by or for a Named Insured, or chartered by or for a Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. T. Separation of Insureds Except with respect to the limits of insurance, and any rights or duties specifically assigned in this Policy to the First Named Insured, this insurance applies: 1. as if each Named Insured were the only Named Insured; and 2. separately to each Insured against whom a claim is made. U. Transfe?of Interest Form No: CNA75504XX (03-2015) Policy No: CUE 6075689517 Policy Page: 21 of 32 Policy Effective Date: 11/15/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 33 of 52 © Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy Assignment of interest under this policy shall not bind the Insurer unless its consent is endorsed hereon. V. Unintentional Omission Based on Insurer's reliance on the Named Insured's representations as to existing hazards, if the Named Insured should unintentionally fail to disclose all such hazards at the effective date of this Policy, the Insurer will not deny coverage under this Policy because of such failure. W. Waiver of Rights of Recovery The Insurer waives any right of recovery it may have against any person or organization because of payments the Insurer makes under this Policy if the Named Insured has agreed in writing to waive such rights of recovery in a contract or agreement, and only if the contract or agreement: 1. is in effect or becomes effective during the policy period; and 2. was executed prior to loss. VII. DEFINITIONS For purposes of this Policy, words in bold face type, whether expressed in the singular or the plural, have the meaning set forth below. Advertisement means a notice that is broadcast or published to the general public or specific market segments about the Named Insured's goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: A. notices that are published include material placed on the Internet or on similar electronic means of communication; and B. regarding web -sites, only that part of a web -site that is about the Named Insured's goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Aircraft means any machine or device that is capable of atmospheric flight. Arbitration proceeding means a formal alternative dispute resolution proceeding or administrative hearing to which an Insured is required to submit by statute or court rule or to which an Insured has submitted with the Insurer's consent. Asbestos means the mineral in any form whether or not the asbestos was at any time airborne as a fiber, particle or dust, contained in or formed a part of a product, structure or other real or personal property, carried on clothing, inhaled or ingested, or transmitted by any other means. Authorized Insured means any executive officer, member of the Named Insured's risk management or in-house general counsel's office, or any employee authorized by the Named Insured to give or receive notice of a claim. Auto means: A. a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or B. any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, auto does not include mobile equipment. Bodily injury means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the bodily injury, sickness or disease. Claim means a: A. suit; or Form No: CNA75504XX (03-2015) Policy No: CUE 6075689517 Policy Page: 22 of 32 Policy Effective Date: 11/15/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 34 of 52 © Copyright CNA All Rights Reserved. CNA CNA PARAMOUNT Changes - Notice of Cancellation or Material Restriction Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART EMPLOYEE BENEFITS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART STOP GAP LIABILITY COVERAGE PART TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY - NEW YORK DEPARTMENT OF TRANSPORTATION SCHEDULE Number of days notice (other than for nonpayment of premium): 030 Number of days notice for nonpayment of premium: 10 Name of person or organization to whom notice will be sent: Per Schedule on file Address: Per Schedule on file Per Schedule on file XX 00000 If no entry appears above, the number of days notice for nonpayment of premium will be 10 days. It is understood and agreed that in the event of cancellation or any material restrictions in coverage during the policy period, the Insurer also agrees to mail prior written notice of cancellation or material restriction to the person or organization listed in the above Schedule. Such notice will be sent prior to such cancellation in the manner prescribed in the above Schedule. N All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74702XX (1-15) Page 1 of 1 The Continental Insurance Co. Insured Name: GHIRARDELLI ASSOCIATES, INC. Policy No: 6075689503 Endorsement No: 36 Effective Date: 11/15/2024 Copyright CNA All Rights Reserved. CMA Workers Compensation And Employers Liability Insurance Policyholder Notice It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate Holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate Holder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: CC68021 A (02-2013) Policy No: WC 7 33849267 Policyholder Notice; Page: 1 of 1 Policy Effective Date: 06/01/2025 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CMAPolicyholder Notice I NOTIFICATION OF CANCELLATION TO CERTIFICATE HOLDERS In the event this Policy is cancelled prior to its expiration date, for any reason other than non payment of premium, the Insurer shall provide to the broker of record, a blank schedule to be completed by the Insured or such broker, with the names and email addresses of any and all certificate holders to whom the Insured requests the Insurer provide notification of such cancellation ("notification"). Such schedule must be completed and returned to the Insurer within 5 business days of the broker's receipt. Upon the Insurer's receipt of the completed schedule, the Insurer shall endeavor to provide notification to those entities set out in such schedule. If the schedule is not returned to the Insurer within 5 business days the Insurer will not provide notification. The Insurer will assume that the schedule provided to the Insurer by the Insured or the broker is a complete and accurate list of certificate holders. Only those persons or entities listed on the schedule will receive notification. The Insurer will keep no other record of any certificate holders in the Insurer's file. • There will be no schedule provided and, consequently, no notification provided, if such cancellation is for non payment of premium. • Any notification by the Insurer to any party that is not the first Named Insured on the Policy is intended as a courtesy only. The Insurer's failure to provide such notification will not extend the Policy cancellation date, or negate cancellation of the Policy or be cause for legal action against the Insurer. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: CNA79045XX (09-2014) Policy No: AEH288376164 Endorsement Effective Date: 06/01/2025 Policy Effective Date: 06/01/2025 Endorsement No: 4 ; Page 1 of 1 Underwriting Company: Continental Casualty Company 151 North Franklin Street, Chicago, IL 60606 �Copyright CNA All R) (opyright UNA All Kights leserved. 2026 - 2027 Pavement Maintenance Program Final Audit Report 2026-06-11 Created: 2026-06-10 By: Webmaster Admin (webmaster@cupertino.org) Status: Signed Transaction ID: CBJCHBCAABAAWIIjhv04uHBPmak6niWoeXlfcQKOHRGa "2026 - 2027 Pavement Maintenance Program" History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-06-10 - 0:46:36 AM GMT- IP address: 35.229.54.2 Document emailed to aracelia@cupertino.org for approval 2026-06-10 - 0:53:28 AM GMT Email viewed by aracelia@cupertino.org 2026-06-10 - 0:53:45 AM GMT- IP address: 3.222.115.242 Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre 2026-06-10 - 1:37:59 AM GMT- IP address: 71.202.76.156 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2026-06-10 - 1:38:01 AM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to rbruner@ghirardelliassoc.com for signature 2026-06-10 - 1:38:11 AM GMT Email sent to rbruner@ghirardelliassoc.com bounced and could not be delivered 2026-06-10 - 1:38:29 AM GMT Webmaster Admin (webmaster@cupertino.org) replaced signer rbruner@ghirardelliassoc.com with Randall Bruner (randy@ghirardelliassoc.com) 2026-06-11 - 8:08:21 PM GMT- IP address: 64.165.34.3 Document emailed to Randall Bruner (randy@ghirardelliassoc.com) for signature 2026-06-11 - 8:08:21 PM GMT Email viewed by Randall Bruner (randy@ghirardelliassoc.com) 2026-06-11 - 8:08:50 PM GMT- IP address: 99.72.153.107 Document e -signed by Randall Bruner (randy@ghirardelliassoc.com) Signature Date: 2026-06-11 - 8:09:45 PM GMT - Time Source: server- IP address: 99.72.153.107 - Signature Appearance Selected: IMAGE Powered by Adobe CVPERTIND Acrobat Sign Document emailed to michaelw@cupertino.org for signature 2026-06-11 - 8:09:51 PM GMT Email viewed by michaelw@cupertino.org 2026-06-11 - 8:09:59 PM GMT- IP address: 3.230.166.213 Signer michaelw@cupertino.org entered name at signing as Michael K Woo 2026-06-11 - 8:17:46 PM GMT- IP address: 98.33.114.31 Document e -signed by Michael K Woo (michaelw@cupertino.org) Signature Date: 2026-06-11 - 8:17:48 PM GMT - Time Source: server- IP address: 98.33.114.31 - Signature Appearance Selected: TYPE Document emailed to Chad Mosley (chadm@cupertino.org) for signature 2026-06-11 - 8:17:56 PM GMT Email viewed by Chad Mosley (chadm@cupertino.org) 2026-06-11 - 8:18:05 PM GMT- IP address: 98.93.212.41 Document e -signed by Chad Mosley (chadm@cupertino.org) Signature Date: 2026-06-11 - 8:47:33 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: IMAGE Document emailed to laurens@cupertino.org for signature 2026-06-11 - 8:47:44 PM GMT Email viewed by laurens@cupertino.org 2026-06-11 - 8:47:54 PM GMT- IP address: 54.158.214.199 Signer laurens@cupertino.org entered name at signing as Lauren Sapudar 2026-06-11 - 8:58:53 PM GMT- IP address: 69.149.42.28 Document e -signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-06-11 - 8:58:55 PM GMT - Time Source: server- IP address: 69.149.42.28 - Signature Appearance Selected: TYPE Agreement completed. 2026-06-11 - 8:58:55 PM GMT Powered by Adobe CVPERTIND Acrobat Sign SO 2 2026 Pavement Maintenance - Phase 1 2 - Service Request Final Audit Report 2026-08-11 & Created: 2026-08-11 By: Sundari Pilaka (SundariP@cupertino.gov) Status: Signed Transaction ID: CBJCHBCAABAAhSU1jliBni5Jx-FEtHagEkvJg4syh9Nh "SO 2 2026 Pavement Maintenance - Phase 1 & 2 - Service Req uest" History Document created by Sundari Pilaka (SundariP@cupertino.gov) 2026-08-11 - 4:06:07 PM GMT- IP address: 64.165.34.3 Document emailed to Randall Bruner (randy@ghirardelliassoc.com) for signature 2026-08-11 - 4:13:29 PM GMT Email viewed by Randall Bruner (randy@ghirardelliassoc.com) 2026-08-11 - 6:25:37 PM GMT- IP address: 104.47.58.254 Document e -signed by Randall Bruner (randy@ghirardelliassoc.com) Signature Date: 2026-08-11 - 6:26:16 PM GMT - Time Source: server- IP address: 99.72.153.107 - Signature Appearance Selected: IMAGE Document emailed to Susan Michael (susanm@cupertino.gov) for signature 2026-08-11 - 6:26:25 PM GMT Email viewed by Susan Michael (susanm@cupertino.gov) 2026-08-11 - 6:26:32 PM GMT- IP address: 3.94.96.151 Document e -signed by Susan Michael (susanm@cupertino.gov) Signature Date: 2026-08-11 - 6:46:22 PM GMT - Time Source: server- IP address: 73.162.16.16 - Signature Appearance Selected: DRAW Document emailed to jindyg@cupertino.gov for signature 2026-08-11 - 6:46:31 PM GMT Email viewed byjindyg@cupertino.gov 2026-08-11 - 6:46:38 PM GMT- IP address: 13.220.11.159 Signerjindyg@cupertino.gov entered name at signing asjindy gonzalez - add project code 2026-08-11 - 9:55:37 PM GMT- IP address: 71.198.170.154 Powered by Adobe CVPERTIND Acrobat Sign Document e -signed by jindy gonzalez - add project code (jindyg@cupertino.gov) Signature Date: 2026-08-11 - 9:55:39 PM GMT - Time Source: server- IP address: 71.198.170.154 - Signature Appearance Selected: TYPE Agreement completed. 2026-08-11 - 9:55:39 PM GMT Powered by Adobe CVPERTINO Acrobat Sign