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26-173 Farallon Consulting for Environmental Review Services
Environmental Review Services Master Professional/Specialized Services Agreement/ Rev. April 2024 Page 1 of 9 MASTER PROFESSIONAL/SPECIALIZED SERVICES AGREEMENT WITH FARALLON CONSULTING 1. PARTIES This Master Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Farallon Consulting (“Contractor”) a Limited Liability Company for Environmental Review Services, and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Scope of Services. Contractor agrees to provide the Services set forth in the Scope of Services, attached and incorporated here as Exhibit A, on an as-needed basis. The Services must comply with this Agreement and with each Service Order issued by the City’s Project Manager or his/her designee, in accordance with the following procedures, unless otherwise specified in Exhibit A. Contractor further agrees to carry out work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Service Orders. Before issuing a Service Order, the City Project Manager will request Services in writing and hold a meeting with Contractor to discuss the Service Order. Contractor will submit a written proposal that includes a specific Scope of Services, Schedule of Performance, and Compensation, which the Parties will discuss. Thereafter, City will execute a Service Order Form for the Services, attached and incorporated here as Exhibit B. The Service Order will specify the Scope of Services, Schedule of Performance, Compensation, and any other conditions applicable to the Service Order. Issuance of a Purchase Order is discretionary. The City Project Manager is authorized to streamline these procedures based on the City’s best interests. Contractor will not be compensated for Services performed without a duly authorized and executed Service Order. 2.3 Contractor’s duties and services under this agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on June 30, 2029 (“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. Environmental Review Services Master Professional/Specialized Services Agreement/ Rev. April 2024 Page 2 of 9 3.2 Schedule of Performance. Contractor must deliver the Services within the time specified in each Service Order, and under no circumstances should the Services go beyond the Contract Time. 3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Contractor must have sufficient time, resources and qualified staff to deliver the Services on time. Contractor must respond promptly to each Service Order request. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $45,000.00 (“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. Environmental Review Services Master Professional/Specialized Services Agreement/ Rev. April 2024 Page 3 of 9 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City, and actual attorney’s fees incurred by City in connection with the above. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-Contractors, prepared or created under this Agreement, to execute or implement any of the following: Environmental Review Services Master Professional/Specialized Services Agreement/ Rev. April 2024 Page 4 of 9 (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity will be considered an assignment of the Agreement and subject to City approval. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend, 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 Environmental Review Services Master Professional/Specialized Services Agreement/ Rev. April 2024 Page 5 of 9 manner relating to any of the following: (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. Environmental Review Services Master Professional/Specialized Services Agreement/ Rev. April 2024 Page 6 of 9 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS,) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or Contractor's employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Piu Ghosh 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 Peter Sims 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 Environmental Review Services Master Professional/Specialized Services Agreement/ Rev. April 2024 Page 7 of 9 to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of Environmental Review Services Master Professional/Specialized Services Agreement/ Rev. April 2024 Page 8 of 9 required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Piu Ghosh Email: piug@cupertino.org To Contractor: Farallon Consulting 1901 Harrison Street, Suite 1100 Oakland, CA 94612 Attention: Peter Sims Email: psims@farallonconsulting.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 Environmental Review Services Master Professional/Specialized Services Agreement/ Rev. April 2024 Page 9 of 9 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO A Municipal Corporation By Name Title Date FARALLON CONSULTING By Name Title Date APPROVED AS TO FORM: MICHAEL K. WOO Senior Assistant City Attorney ATTEST: LAUREN SAPUDAR City Clerk Date Martin Hamann Principal 10/08/2026 Michael K Woo Benjamin Fu Benjamin Fu Director 10/08/2026 Lauren Sapudar 10/08/2026 EXHIBIT A – SCOPE OF SERVICES S COPE OF ENVIRONMENTAL REVIEW S ERVICES The City is committed to a predictable and timely development review process consistent with the requirements of the California Permit Streamlining Act and the California Environmental Quality Act (CEQA). All work to be performed under any awarded contract must conform to CEQA, the CEQA guidelines, and all other applicable statutes, laws, and requirements of all governmental agencies with jurisdiction over the City. • Part II - Environmental Technical Report Peer Review The scope of services generally involves providing environmental review services to the City to aid in evaluating project impacts in accordance with CEQA and the City's General Plan and Municipal Code requirements. More specifically, the scope of services includes, but is not limited to, the following: Part II - Environmental Technical Report Peer Review 1. Peer review and preparation of environmental technical reports, consistent with CMC 1 7. 04 and other City standards, including: a. Air quality technical reports, including Health Risk Assessments (HRAs). b. Hazardous materials reports, including Phase I and Phase II Environmental Site Assessments and associated reports. c. Vibration study technical reports. 2. Participation in City public proceedings, including: a. Attendance at public hearings and meetings, as needed. b. Presentation of peer -review report findings in response to questions, input, and requests for clarification from decision makers, City staff, and the public. All work within the scope of services shall be completed in accordance with professional standards, including: a. Provision of clear responses to assist City staff in responding to questions raised by decision makers and members of the public. b. Completion of reviews and analyses in a timely manner, consistent with state -mandated project processing timelines and mutually agreed upon review schedules. c. Communication of expectations related to environmental analysis, required revisions, and justifications. 18 PERSONNEL Principal $335 /hour Principal I $307 /hour Principal II $278 /hour Senior I $254 /hour Senior II $249 /hour Associate I $227 /hour Associate II $218 /hour Project I $201 /hour Project II $189 /hour Staff I $172 /hour Staff II $155 /hour Staff III $133 /hour Technician $125 /hour Senior Analyst $239 /hour Associate Analyst $195 /hour Project Analyst $173 /hour Staff Analyst $162 /hour GIS Analyst $196 /hour GIS Technician $162 /hour Senior CAD Technician $159 /hour CAD/Graphics Technician $145 /hour Technical Editor $140 /hour Project Assistant $125 /hour Clerical/Support $105 /hour Le al Testimon and De osition 50%remium on labor EXPENSES Subcontractors (Labor and Services)Cost + 5% Direct Expenses Cost + 15% Lodging/Meals Per Diem Cost + 15% OR $250/day Report Production Expenses Cost + 15% Vehicle Mileage IRS rate per mile + 15% SCHEDULE OF CHARGES&,7<2)&83(57,12 Billing rates shown are effective January 1, 2026 and shall remain fixed through June 30, 2027. Thereafter, Farallon Consulting, L.L.C. reserves the right to request approval of rate increases up to 4% annually no more than once per fiscal year, effective July 1, with each rate schedule remaining in effect from July 1 through June 30 of the following year 19 429 E Cotati Ave Cotati, CA 94931 Tel: 707-794-0400 Fax: 707-794-0405 www.Illingworthrodkin.com illro@illingworthrodkin.com ATTACHMENT A: 2026 HOURLY BILLING RATES Our fees are based on the following schedule of hourly rates: Principal $250/hour Senior Consultant $225/hour Consultant $210/hour Staff Consultant $195/hour Technical/Admin Support $140/hour Billing rates shown are effective January 1, 2026, and shall remain fixed through June 30, 2027. Thereafter, ,OOLQJZRUWK 5RGNLQ,QFUHVHUYHVWKHULJKWWRUHTXHVWDSSURYDORIUDWHLQFUHDVHVRIXSWRno more than once per fiscal year, effective July 1, with each rate schedule remaining in effect from July 1 through June 30 of the following year. City of Cupertino Master Agreement Service Order Exhibit B CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. Master Agreement Contract #: Maximum Compensation: Consultant: MA Date: MA End Date: Ph: Project Name: Description: (simple project description if appropriate) Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation City Project Management Managing Department:_____________ Project Manager: Fiscal/Budget : Master Agreement Maximum Compensation: Total Previously Encumbered to Date: Encumbrance this Service Order: Master Agreement Unencumbered Balance: Approvals Signatures: Consultant/ Contractor Manager/ Supervisor: Date: Date: Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that funds are available as of this date of signature City Finance: Date: Management Analyst Firm Name: Address: Contact: SO Acc't #: Project #: PO #: Date: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION$ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 9/23/2026 Parker Smith &Feek Insurance LLC 10400 NE 4th St Suite 900 Bellevue WA 98004-5174 IMA Certificate Team certificates@imacorp.com Steadfast Insurance Company 26387 FARACON-02 Zurich American Insurance Company 16535FarallonConsultingLLC 13555 SE 36th Street,Suite 320 Bellevue WA 98006 663065704 A X 1,000,000 X 500,000 25,000 1,000,000 2,000,000 X X Y Y GPL756706300 7/1/2026 7/1/2027 2,000,000 B 1,000,000 X Y Y BAP756705700 7/1/2026 7/1/2027 A X 9,000,000 X SXS756706400 7/1/2026Y 7/1/2027 9,000,000 X 0 A GPL756706300 7/1/2026 7/1/2027 X WA Stop Gap 1,000,000 1,000,000 1,000,000 A Professional Liability GPL756706300 7/1/2026 7/1/2027 Per Occurrence Aggregate $2,000,000 $2,000,000 RE:Project #3678-002.001. The City of Cupertino,its City Council,officers,officials,employees,agents,and volunteers are included as Additional Insured including Ongoing and Completed Operations on the General Liability Policy,if required by written contract or agreement,subject to the policy terms and conditions. The City of Cupertino,its City Council,officers,officials,employees,agents,and volunteers are included as Additional Insured on the Automobile Liability and Excess Liability Policies,if required by written contract or agreement,subject to the policy terms and conditions. This Insurance is Primary &Non-Contributory on the General Liability,Automobile Liability,Excess Liability and Professional Liability Policies,if required by written contract or agreement,subject to the policy terms and conditions. A Waiver of Subrogation is provided in favor of The City of Cupertino,its City Council,officers,officials,employees,agents,and volunteers on the General See Attached... The City of Cupertino,its City Council,officers,officials, employees,agents,and volunteers. Community Development Department 10300 Torre Avenue Cupertino CA 95014 THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: FARACON-02 1 1 Parker Smith &Feek Insurance LLC Farallon Consulting LLC 13555 SE 36th Street,Suite 320 Bellevue WA 98006 25 CERTIFICATE OF LIABILITY INSURANCE Liability,Automobile Liability and Professional Liability Policies,if required by written contract or agreement,subject to the policy terms and conditions. General Liability,Automobile Liability and Professional Liability Coverages include 30 day notice of cancellation,subject to the terms and conditions of the policy. Excess Liability policy is in excess of the General Liability and Automobile Liability Policies,subject to the terms and conditions of the policy. Internal Use Only THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. Coverage Extension Endorsement This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A.Amended Who Is An Insured 1.The following is added to the Who Is An Insured Provision in Section II – Covered Autos Liability Coverage: The following are also "insureds": a.Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any “employee” of yours is also an “insured” while operating an “auto” hired or rented under a contract or agreement in an “employee’s” name, with your permission, while performing duties related to the conduct of your business. b.Anyone volunteering services to you is an "insured" while using a covered "auto" you don’t own, hire or borrow to transport your clients or other persons in activities necessary to your business. c.Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement. d.Where and to the extent permitted by law, any person(s) or organization(s) where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2.The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance – Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B.Amendment – Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II – Covered Autos Liability Coverage are replaced by the following: (2)Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4)All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. C.Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II – Covered Autos Liability Coverage does not apply. U-CA-424-H CW (10/21) Page 1 of 6Includes copyrighted material of Insurance Services Office, Inc., with its permission. Effective Date: BAP7567057 07/01/2026 Internal Use Only THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. Coverage Extension Endorsement This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A.Amended Who Is An Insured 1.The following is added to the Who Is An Insured Provision in Section II – Covered Autos Liability Coverage: The following are also "insureds": a.Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any “employee” of yours is also an “insured” while operating an “auto” hired or rented under a contract or agreement in an “employee’s” name, with your permission, while performing duties related to the conduct of your business. b.Anyone volunteering services to you is an "insured" while using a covered "auto" you don’t own, hire or borrow to transport your clients or other persons in activities necessary to your business. c.Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement. d.Where and to the extent permitted by law, any person(s) or organization(s) where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2.The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance – Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B.Amendment – Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II – Covered Autos Liability Coverage are replaced by the following: (2)Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4)All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. C.Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II – Covered Autos Liability Coverage does not apply. U-CA-424-H CW (10/21) Page 1 of 6Includes copyrighted material of Insurance Services Office, Inc., with its permission. Effective Date: 07/01/2026 If an accident is covered both by this policy or Coverage Form and by another policy or Coverage Form issued to you by us, the following applies for each covered "auto" on a per vehicle basis: 1.If the deductible on this policy or Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2.If the deductible on this policy or Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. M.Temporary Substitute Autos – Physical Damage 1.The following is added to Section I – Covered Autos: Temporary Substitute Autos – Physical Damage If Physical Damage Coverage is provided by this Coverage Form on your owned covered "autos", the following types of vehicles are also covered "autos" for Physical Damage Coverage: Any "auto" you do not own when used with the permission of its owner as a temporary substitute for a covered "auto" you do own but is out of service because of its: 1.Breakdown; 2.Repair; 3.Servicing; 4."Loss"; or 5.Destruction. 2.The following is added to the Paragraph A. Coverage Provision of the Physical Damage Coverage Section: Temporary Substitute Autos – Physical Damage We will pay the owner for "loss" to the temporary substitute "auto" unless the "loss" results from fraudulent acts or omissions on your part. If we make any payment to the owner, we will obtain the owner's rights against any other party. The deductible for the temporary substitute "auto" will be the same as the deductible for the covered "auto" it replaces. N.Amended Duties In The Event Of Accident, Claim, Suit Or Loss Paragraph a. of the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is replaced by the following: a.In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "accident", claim, "suit" or "loss". However, these duties only apply when the "accident", claim, "suit" or "loss" is known to you (if you are an individual), a partner (if you are a partnership), a member (if you are a limited liability company) or an executive officer or insurance manager (if you are a corporation). The failure of any agent, servant or employee of the "insured" to notify us of any "accident", claim, "suit" or "loss" shall not invalidate the insurance afforded by this policy. Include, as soon as practicable: (1)How, when and where the "accident" or "loss" occurred and if a claim is made or "suit" is brought, written notice of the claim or "suit" including, but not limited to, the date and details of such claim or "suit"; (2)The "insured’s" name and address; and (3)To the extent possible, the names and addresses of any injured persons and witnesses. If you report an "accident", claim, "suit" or "loss" to another insurer when you should have reported to us, your failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you. O.Waiver of Transfer Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: U-CA-424-H CW (10/21) Page 4 of 6Includes copyrighted material of Insurance Services Office, Inc., with its permission. a. This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. This waiver only applies to the person or organization designated in the contract. P.Employee Hired Autos – Physical Damage Paragraph b. of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph f. of the Other Insurance – Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form are replaced by the following: For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1)Any covered "auto" you lease, hire, rent or borrow; and (2)Any covered "auto" hired or rented under a written contract or written agreement entered into by an "employee" or elected or appointed official with your permission while being operated within the course and scope of that "employee's" employment by you or that elected or appointed official’s duties as respect their obligations to you. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". Q.Unintentional Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud Condition: However, we will not deny coverage under this Coverage Form if you unintentionally: (1)Fail to disclose any hazards existing at the inception date of this Coverage Form; or (2)Make an error, omission, improper description of "autos" or other misstatement of information. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy. R.Hired Auto – World Wide Coverage Paragraph 7.b.(5) of the Policy Period, Coverage Territory Condition is replaced by the following: (5)Anywhere else in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less, S.Bodily Injury Redefined The definition of "bodily injury" in the Definitions Section is replaced by the following: "Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish, resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. T.Expected Or Intended Injury The Expected Or Intended Injury Exclusion in Paragraph B. Exclusions under Section II – Covered Auto Liability Coverage is replaced by the following: Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. U.Physical Damage – Additional Temporary Transportation Expense Coverage Paragraph A.4.a. of Section III – Physical Damage Coverage is replaced by the following: 4.Coverage Extensions Transportation Expenses We will pay up to $50 per day to a maximum of $1,000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". U-CA-424-H CW (10/21) Page 5 of 6Includes copyrighted material of Insurance Services Office, Inc., with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. BAP 7567057 - 00 Effective Date: 07/01/2026 Washington Blanket Notification To Others Of Cancellation This endorsement modifies insurance provided under the: Auto Dealers Coverage Form Business Auto Coverage Form Motor Carrier Coverage Form A.If we cancel this Coverage Part by written notice to the first Named Insured for any reason other than nonpayment of premium, we will deliver electronic notification that such Coverage Part has been cancelled to each person or organization issued a Certificate of Insurance shown in a Schedule provided to us by the First Named Insured. Such Schedule: 1.Must be initially provided to us within 15 days: a.After the beginning of the policy period shown in the Declarations; or b.After this endorsement has been added to policy; 2.Must contain the names and e-mail addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled; 3.Must be in an electronic format that is acceptable to us; and 4.Must be accurate. Such Schedule may be updated and provided to us by the First Named Insured during the policy period. Such updated Schedule must comply with Paragraphs 2., 3. and 4. above. B.Our delivery of the electronic notification as described in Paragraph A. of this endorsement will be based on the most recent Schedule in our records as of the date the notice of cancellation is mailed or delivered to the first Named Insured. Delivery of the notification as described in Paragraph A. of this endorsement will be completed as soon as practicable after the effective date of cancellation to the first Named Insured. C.Proof of e-mailing the electronic notification will be sufficient proof that we have complied with Paragraphs A. and B. of this endorsement. D.Our delivery of electronic notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such delivery of electronic notification will not: 1.Extend the Coverage Part cancellation date; 2.Negate the cancellation; or 3.Provide any additional insurance that would not have been provided in the absence of this endorsement. E.We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the Schedule provided to us as described in Paragraphs A. and B. of this endorsement. All other terms, conditions, provisions and exclusions of this policy remain the same. U-CA-103-A WA (10/16) Page 1 of 1Includes copyrighted material of Insurance Services Office, Inc., with its permission. Straight Excess Liability Policy There are provisions in this policy that restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy, the words “you” and “your” refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as such in underlying insurance. The words “we”, “us” and “our” refer to the company providing this insurance. The word "insured(s)" means any person or organization qualifying as such in underlying insurance but only to the extent and within the scope for which such "insured(s)" qualify for coverage in underlying insurance. Words and phrases that are printed in bold-face type are defined in this policy. These definitions are found in SECTION VI. DEFINITIONS of this policy or in the specific policy provision where they appear. In consideration of the payment of the premium and in reliance upon the statements in the Declarations and in accordance with the provisions of this policy, we agree with you to provide coverage as follows: Insuring Agreements SECTION I. COVERAGE A.We will pay on behalf of the insured those damages covered by this insurance in excess of the total Applicable Limits of underlying insurance. This policy includes: 1.The terms and conditions of underlying insurance to the extent such terms and conditions are not inconsistent or do not conflict with the terms and conditions referred to in Paragraph 2. below; and 2.The terms and conditions that apply to this policy. B.Notwithstanding anything to the contrary contained in Paragraph A. above, if underlying insurance does not apply to damages for reasons other than exhaustion of total applicable limits of insurance by payment of loss, then this policy does not apply to such damages. C.The amount we will pay under this policy is limited as described in SECTION II. LIMITS OF INSURANCE. D.We have no obligation under this policy with respect to any settlement made without our consent. E.The insurance afforded under this policy applies to bodily injury or property damage only if prior to the Policy Period, neither you nor any authorized person knew that the bodily injury or property damage had occurred, in whole or in part. If you or any authorized person knew, prior to the Policy Period, that the bodily injury or property damage occurred, then any continuation, change or resumption of such bodily injury or property damage during or after the Policy Period will be deemed to have been known prior to the Policy Period. Bodily injury or property damage which occurs during the Policy Period and was not, prior to the Policy Period, known to have occurred by you or any authorized person includes any continuation, change or resumption of that bodily injury or property damage after the Policy Period; and Bodily injury or property damage will be deemed to have been known to have occurred at the earliest time when you or any authorized person: 1.Reports all or any part of, the bodily injury or property damage to us or any other insurer; 2.Receives a written or verbal demand or claim for damages because of the bodily injury or property damage; or 3.Becomes aware by any other means that bodily injury or property damage has occurred or has begun to occur. Page of U-SXS-100-A CW (09/11) 1 10 SECTION II. LIMITS OF INSURANCE A.The Limits of Insurance shown in the Declarations and the rules below describe the most we will pay regardless of the number of: 1.Insureds; 2.Claims made or suits brought; or 3.Persons or organizations making claims or bringing suits. B.The Limits of Insurance of this policy will apply as follows: 1.The limit shown in Item 4.B. of the Declarations for the Other Aggregate is the most we will pay for all loss to which this policy applies, except for: a.Loss covered under the products/completed operations hazard; and b.Loss covered in underlying insurance to which no underlying aggregate limit applies. In addition, if a policy listed in the Schedule of Underlying Insurance contains aggregate limits, other than an aggregate limit applying to the products/completed operations hazard, the Other Aggregate limit shown in Item 4.B. of the Declarations will apply in the same manner as such other aggregate limits of each policy listed in the Schedule of Underlying Insurance. 2.The limit shown in Item 4.C. of the Declarations for the Products/Completed Operations Aggregate is the most we will pay for all loss to which this policy applies under the products/completed operations hazard. 3.Subject to Paragraph B.1. or B.2. above, whichever applies, the limit shown in Item 4.A. of the Declarations for Occurrence is the most we will pay for all loss arising out of any one occurrence to which this policy applies. C.Coverage applies only in excess of the greater of the actual limits of insurance of underlying insurance or the Applicable Limits of insurance shown in the Schedule of Underlying Insurance forming a part of this policy. D.The Limits of Insurance of this policy apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the Policy Period shown in the Declarations, unless the Policy Period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the preceding period for purposes of determining the Limits of Insurance. E.Subject to Paragraphs B.1., B.2., B.3. and C. above: 1.If the limits of underlying insurance have been reduced solely by payment of loss for which coverage is afforded under this policy, this policy will drop down to become immediately excess of the reduced underlying limit; or 2.If the limits of underlying insurance have been exhausted solely by payment of loss for which coverage is afforded under this policy, this policy will continue in force as underlying insurance. SECTION III. DEFENSE AND SUPPLEMENTARY PAYMENTS A.We have the right and duty to assume control of the investigation and settlement of any claim, or defense of any suit against the insured for damages covered by this policy when the applicable limit of underlying insurance and other insurance has been exhausted by payment of loss for which coverage is afforded under this policy. B.In those circumstances where Paragraph A. above applies we will pay our expenses and the following to the extent that they are not included in underlying insurance: 1.Up to $2,000 for the cost of bail bonds. We do not have to furnish these bonds. 2.The cost of bonds to release attachments, but only for bond amounts within the amount of insurance available. We do not have to furnish these bonds. 3.Reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or suit, including actual loss of earnings because of time off from work. 4.All court costs taxed against the insured in the suit. However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. Page of U-SXS-100-A CW (09/11) 2 10 5.Pre-judgment interest awarded against the insured on that part of the judgment we pay. However, if we make an offer to pay the applicable limit of insurance, we will not pay any pre-judgment interest based on that period of time after the offer. 6.All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court that part of the judgment that is within the applicable limits of insurance. When our expenses and the payments described in this paragraph above are not included in the definition of loss, they will not reduce the Limits of Insurance. C.In those circumstances where Paragraph A. above does not apply, we do not have the duty to assume control of the investigation and settlement of any claim, or defense of any suit against the insured. We do, however, have the right to participate in the investigation and settlement of any claim, or defense of any suit that we feel may create liability on our part under the terms of this policy. If we exercise this right, we will do so at our expense. We will not investigate and settle any claim, or defend any suit after we have exhausted the applicable Limit of Insurance as shown in Item 4. of the Declarations. If we are prevented by law from carrying out the provisions of Paragraph A. above, we will pay any expense incurred with our consent. SECTION IV. EXCLUSIONS This policy does not apply to any liability, damage, loss, cost or expense: ASBESTOS A.Arising out of or relating in any way to: 1.Asbestos or which would not have occurred in whole or in part but for the actual, alleged or threatened discharge, dispersal, release, leakage, leaching, friability, flaking escape or presence of asbestos, regardless of whether any other cause, event, material or product contributed concurrently or in any sequence to the injury or damage; or 2.Any: a.Request, demand, order, statutory or regulatory requirement, direction or determination, that any insured or others test for, investigate, monitor, clean up, remove, study, contain, treat, encapsulate, control or take any other action regarding asbestos; or b.Claim or suit for damages arising out of or relating in any way to any request, demand, order, statutory or regulatory requirement, direction or determination than any insured or others test for, investigate, monitor, clean up, remove, study, contain, treat, encapsulate, control or take any other action regarding asbestos. POLLUTION B.1.Arising directly or indirectly out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants: a.At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (1)Bodily injury if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (2)Bodily injury or property damage for which you may be held liable, if you are a contractor, and the owner or lessee of such premises, site or location has been added to underlying insurance as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (3)Bodily injury or property damage arising out of heat, smoke or fumes from a hostile fire; b.At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; Page of U-SXS-100-A CW (09/11) 3 10 c.Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for any insured or any person or organization for whom you maybe legally responsible; or d.At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured’s behalf are performing operations if the pollutants are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (1)Bodily injury or property damage arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of mobile equipment or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the bodily injury or property damage arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (2)Bodily injury or property damage sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (3)Bodily injury or property damage arising out of heat, smoke or fumes from a hostile fire. e.At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured’s behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, pollutants. f.That are, or that are contained in any property that is: (1)Being transported or towed by, handled, or handled for movement into, onto or from, any auto for which coverage is provided by underlying insurance; (2)Otherwise in the course of transit by or on behalf of any insured; or (3)Being stored, disposed of, treated or processed in or upon any auto. However, this subparagraph f. does not apply to bodily injury or property damage arising out of: (1)The escape of fuels, lubricants, other operating fluids, exhaust gases or other similar pollutants that are needed for or result from the normal electrical, hydraulic or mechanical functioning of a covered auto; or (2)The escape of pollutants from a covered auto that directly results from the collision, upset or overturn of such auto while in the course of transit away from any premises owned by or rented to any insured. 2.Arising out of any: a.Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, pollutants; or b.Claim or suit brought by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, pollutants. However, this Paragraph, B.2., does not apply to liability, damage, loss, cost or expense because of property damage that the insured would have in the absence of such request, demand, order or statutory or regulatory requirements, or such claim or suit by or on behalf of a governmental agency. NUCLEAR C.1.With respect to which any insured under this policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic, Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its Limits of Insurance; or Page of U-SXS-100-A CW (09/11) 4 10 2.Resulting from the hazardous properties of nuclear material and with respect to which: a.A person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof; or b.Any insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization; or 3.Any injury or nuclear property damage resulting from the hazardous properties of nuclear material, if: a.The nuclear material: (1)Is at any nuclear facility owned by, or operated by or on behalf of, any insured; or (2)Has been discharged or dispersed therefrom; b.The nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of any insured; or c.The injury or nuclear property damage arises out of the furnishing by any insured of services, materials, parts or equipment in connection with the planning, construction, maintenance operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada, this subparagraph c. applies only to nuclear property damage to such nuclear facility and any property thereat. As used in this exclusion: 1.Hazardous properties include radioactive, toxic or explosive properties; 2.Nuclear Facility means: a.Any nuclear reactor; b.Any equipment or device designed or used for: (1)Separating the isotopes of uranium or plutonium, (2)Processing or utilizing spent fuel, or (3)Handling, processing or packaging waste; c.Any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; or d.Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; 3.Nuclear material means source material, special nuclear material or by-product material; 4.Nuclear property damage includes all forms of radioactive contamination of property; 5.Nuclear reactor means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; 6.Source material, special nuclear material and by-product material have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; 7.Spent fuel means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor; 8.Waste means any waste material; a.Containing by-product material other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its source material content, and Page of U-SXS-100-A CW (09/11) 5 10 b.Resulting from the operation by any person or organization of any nuclear facility included under the first two Paragraphs of the definition of nuclear facility. SUBLIMITED UNDERLYING INSURANCE D.Which is covered by any underlying insurance but is subject to a sublimit unless such sublimited coverage is specifically endorsed to this policy. VIOLATION OF STATUTES E.Resulting from or arising directly or indirectly out of any action or omission that violates or is alleged to violate: 1.The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; 2.The CAN-SPAM Act of 2003, including any amendment of or addition to such law; 3.The Fair Credit Reporting Act (FCRA) and any amendment or addition to such law including the Fair and Accurate Credit Transactions Act (FACTA); or 4.Any federal, state or local statute, ordinance, or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. WAR F.Arising, directly or indirectly, out of: 1.War, including undeclared or civil war; 2.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 3.Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these, regardless of any other cause or event that contributes concurrently or in any sequence to injury or damage. EMPLOYMENT PRACTICES G.Arising out of any bodily injury or personal and advertising injury to: 1.A person arising out of any: a.Failure to employ or promote that person; b.Termination of that person's employment, including actual or alleged constructive dismissal; or c.Employment-related practices, policies, acts or omissions, including but not limited to injury arising from coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, molestation, humiliation, retaliation, hostile work environment, discrimination or malicious prosecution directed at that person; or 2.The spouse, domestic partner, child, parent, brother or sister of that person as a consequence of any bodily injury or personal and advertising injury to that person at whom any of the employment related practices described in subparagraphs a., b. or c. above is directed. This exclusion applies: 1.Whether the injury causing event described in subparagraph G.1. above occurs before employment, during employment or after employment of that person; 2.Whether the insured may be held liable as an employer or in any other capacity; or 3.To any obligation to share damages with or repay someone who must pay damages because of the injury. LAWS, MISCELLANEOUS H.Under any of the following: 1.Any uninsured/underinsured motorist or auto no-fault or first party personal injury law; Page of U-SXS-100-A CW (09/11) 6 10 2.Any workers’ compensation, unemployment compensation, or disability benefits law or any similar law; or 3.The Employees’ Retirement Income Security Act (E.R.I.S.A.) of 1974 as now or hereafter amended. LOSS OF, OR LOSS OF USE OF INTANGIBLE PROPERTY I.Arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate or process intangible property. For purposes of this policy, electronic data is intangible property and means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. SECTION V. CONDITIONS A.Appeals In the event you or any underlying insurer elects not to appeal a judgment in excess of the amount of the underlying insurance, we may elect to appeal at our expense. If we do so elect, we will be liable for the costs and additional interest accruing during this appeal. In no event will this provision increase our liability beyond the applicable Limits of Insurance described in SECTION II. LIMITS OF INSURANCE of this policy. B.Bankruptcy or Insolvency The insolvency, bankruptcy or inability to pay of any insured will not relieve us from our obligation to pay damages covered by this policy. In the event of insolvency, bankruptcy, refusal, or inability to pay, of any underlying insurer, the insurance afforded by this policy will not replace such underlying insurance, but will apply as if all the limits of any underlying insurance are fully available and collectible. C.Cancellation 1.The first Named Insured shown in Item 1. of the Declarations may cancel this policy by mailing or delivering to us advance written notice stating when the cancellation is to take effect. 2.We may cancel this policy. If we cancel because of non-payment of premium, we will mail or deliver to the first Named Insured not less than ten (10) days advance written notice when the cancellation is to take effect. If we cancel for any other reason, we will mail or deliver to the first Named Insured not less than ninety (90) days advance written notice stating the reason(s) for cancellation, as well as the date when the cancellation is to take effect. Mailing notice to the first Named Insured's mailing address shown in Item 2. of the Declarations will be sufficient to prove notice. 3.The Policy Period will end on the day and hour shown in the cancellation notice. 4.If this policy is cancelled, the final premium will be calculated pro rata based on the time this policy was in force. 5.Premium adjustment may be made at the time of cancellation or as soon as practicable thereafter but the cancellation will be effective even if we have not made or offered any refund due the first Named Insured. Our check or our representative’s check, mailed or delivered, will be sufficient tender of any refund due the first Named Insured. 6.The first Named Insured shown in Item 1. of the Declarations will act on behalf of all other insureds with respect to the giving and receiving of notice of cancellation and the receipt of any premium refund that may become payable under this policy. D.Maintenance of Underlying Insurance During the Policy Period, you agree: 1.To keep the policies listed in the Schedule of Underlying Insurance in full force and effect; 2.That the Applicable Limits of insurance of the policies shown in the Schedule of Underlying Insurance will be maintained except for any reduction or exhaustion of limits by payment of claims or suits for loss covered by underlying insurance; 3.The policies listed in the Schedule of Underlying Insurance may not be canceled or nonrenewed by you without notifying us, and you agree to notify us as soon as practicable before the cancellation or nonrenewal effective date in the event an insurance company cancels or declines to renew any policy listed in the Schedule of Underlying Insurance; and Page of U-SXS-100-A CW (09/11) 7 10 4.Renewals or replacements of the policies listed in the Schedule of Underlying Insurance will not be materially changed without our agreement. If you fail to comply with these requirements, we will only be liable to the same extent that we would have been had you fully complied with these requirements. E.Nonrenewal If we decide not to renew this policy, we will mail or deliver to the first Named Insured shown in Item 1. of the Declarations written notice of the nonrenewal not less than thirty (30) days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. F.Notice of Occurrence 1.You must see to it that we are notified as soon as practicable of an occurrence which may result in damages covered by this policy. To the extent possible, notice will include: a.How, when and where the occurrence took place; b.The names and addresses of any injured persons and witnesses; and c.The nature and location of any injury or damage arising out of the occurrence. 2.Knowledge of an occurrence by the agent, servant or employee of yours, shall not in itself constitute knowledge by the insured unless you or any authorized person receives such notice from the agent, servants or employee. 3.If a claim or suit against any insured is reasonably likely to involve this policy, you must notify us in writing as soon as practicable. 4.You and any other involved insured must: a.Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or suit; b.Authorize us to obtain records and other information; c.Cooperate with us in the investigation, settlement or defense of the claim or suit; and d.Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this policy may also apply. 5.The insureds will not, except at their own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 6.Your failure to give notice of an occurrence to us shall not invalidate coverage under this policy if the occurrence was inadvertently reported to another insurer. However, you shall report any such occurrence to us as soon as practicable once you become aware of such error. G.Other Insurance If other insurance applies to damages that are also covered by this policy, this policy will apply excess of the other insurance. Nothing herein will be construed to make this policy subject to the terms, conditions and limitations of such other insurance. However, this provision will not apply if the other insurance is written to be excess of this policy. Other insurance includes any type of self-insurance or other mechanism by which an insured arranges for funding of legal liabilities. H.Terms Conformed to Statute The terms of this policy which are in conflict with the statutes, laws, ordinances or regulations in any country, jurisdiction, state or province where this policy is issued are amended to conform to such statutes, laws, ordinances or regulations. If we are prevented by law or statute from paying on behalf of the insured, then we will, where permitted by law or statute, indemnify the insured. Page of U-SXS-100-A CW (09/11) 8 10 I.Transfer of Rights of Recovery Against Others to Us 1.If the insured has rights to recover all or part of any payment we have made under this insurance, those rights are transferred to us. The insured must do nothing after the loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. However, if any insured is required to waive their rights of recovery from others by a written contract or agreement executed before a loss, we agree to waive our rights of recovery to the extent required by the written contract or agreement. This waiver of rights will not be construed to be a waiver with respect to any other operations for which the insured has not waived their rights of recovery by contract. 2.Any amount recovered will be apportioned in the inverse order of payment of loss to the extent of actual payment. The expenses of all such recovery proceedings will be apportioned in the ratio of respective recoveries. J.Unintentional Errors and Omissions Any unintentional error or omission in the description of, or failure to describe completely, any premises or operations intended to be covered by this policy, shall not invalidate or affect the coverage for those operations or premises. However, the insured must report such error or omission to the company as soon as practicable after its discovery. K.When Loss is Payable Coverage under this policy will not apply unless and until the insured or the insured’s underlying insurer has paid or is legally obligated to pay the full amount of the total Applicable Limits of underlying insurance. When the amount of loss is determined by an agreed settlement or a final judgment against an insured obtained after an actual trial, we will promptly pay on behalf of the insured the amount of loss covered under the terms of this policy. L.Audit of Books and Records We may audit and examine your books and records as they relate to this policy at any time during the period of this policy and for up to three (3) years after the expiration or termination of this policy. M.Changes Notice to any agent or knowledge possessed by any agent or any other person will not effect a waiver or a change in any part of this policy. This policy can only be changed by a written endorsement that becomes a part of this policy. N.First Named Insured The person or organization first named in Item 1. of the Declarations is responsible for the payment of all premiums. The first Named Insured will act on behalf of all other insureds for the giving and receiving of notice of cancellation or any other notice required under this policy or by statute or regulation, for the receipt and acceptance of this policy and any endorsements forming a part of this policy, and for the receiving of any return premiums that become payable under this policy. O.Inspection We have the right, but are not obligated to inspect the insured’s premises and operations at any time. Our inspections are not safety inspections. They relate only to the insurability of the premises and operations and the premium to be charged. We may provide reports on the conditions we find. We may also recommend changes. While these reports may help reduce losses, we do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. We do not warrant that the premises or operations are safe or healthful, or that they comply with laws, regulations, codes or standards. P.Legal Action Against Us There will be no right of action against us under this insurance unless: 1.You have complied with all the terms of this policy; and 2.The amount you owe has been determined by settlement with our consent or by actual trial and final judgment. This insurance does not give anyone the right to add us as a party in an action against you to determine your liability. Page of U-SXS-100-A CW (09/11) 9 10 Q.Premium The premium for this policy as stated in Item 5. of the Declarations is a flat premium. It is not subject to adjustment unless an endorsement is attached to this policy. R.Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned 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 claim is made or suit is brought. S.Transfer of Your Rights and Duties Your rights and duties under this insurance may not be transferred without our written consent. If you die, then your rights and duties will be transferred to your legal representative, but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having temporary custody of your property will have your rights and duties but only with respect to that property. T.Violation of Economic or Trade Sanctions If coverage for a claim or suit under this policy is in violation of any economic or trade sanctions of the United States of America then coverage for that claim or suit will be null and void. SECTION VI. DEFINITIONS In this policy, words and phrases appearing in bold-face type have the definitions shown below: A.Authorized person means any person who may receive notice of an occurrence or claim in underlying insurance. B.Hostile fire means one which becomes uncontrollable or breaks out from where it was intended to be. C.Loss means those sums actually paid that the insured is legally obligated to pay as damages for the settlement or satisfaction of a claim because of injury or offense after making proper deductions for all recoveries and salvage. However, 1.Loss also includes defense expenses and supplementary payments if underlying insurance includes defense expenses and supplementary payments in the Limits of Insurance; and 2.Loss does not include defense expenses and supplementary payments if underlying insurance does not include defense expenses and supplementary payments in the Limits of Insurance. D.Occurrence means covered event as defined in underlying insurance. E.Other insurance means a policy of insurance providing coverage that this policy also provides. Other insurance includes any type of self-insurance or other mechanisms by which an insured arranges for funding of legal liabilities. Other insurance does not include underlying insurance or a policy of insurance specifically purchased to be excess of this policy providing coverage that this policy also provides. F.Pollutants means any solid, liquid, gaseous, or thermal irritant or contaminant including smoke, vapor, soot, fumes, acid, alkalis, chemicals and waste. Waste includes material to be recycled, reconditioned or reclaimed. G.Underlying insurance means the policy or policies of insurance listed in the Schedule of Underlying Insurance forming a part of this policy. We will only be liable for amounts in excess of the Applicable Limits of insurance shown in the Schedule of Underlying Insurance for any underlying insurance. Page of U-SXS-100-A CW (09/11) 10 10 Policy No.Eff. Date of Pol.Exp. Date of Pol.Eff. Date of End.Producer Add'l Prem.Return Prem. Named Insured and Mailing Address:Producer: GPL 7567063-00 07/01/2026 07/01/2027 07/01/2026 73791000 FARALLON CONSULTING LLC 13555 SE 36TH ST BELLEVUE, WA 98006-1400 IMA 10400 NE 4TH ST STE 900 BELLEVUE, WA 98004 ---------- ---------- Additional Insured-Automatic-Owners, Lessees Or Contractors Coverage Part One-Commercial General Liability Coverage Part Two-Contractor's Pollution Liability THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: Environmental Services Package Policy COVERAGE PART ONE-COMMERCIAL GENERAL LIABILITY COVERAGE PART TWO-CONTRACTOR'S POLLUTION LIABILITY 1.Who is an Insured (Section I.) in the COMMON COVERAGE PROVISIONS is amended to include as an additional insured any person(s) or organization(s) whom you are required to add as an additional insured on this policy under a written contract or written agreement. 2.The insurance provided to the additional insured person(s) or organization(s) applies only to: a."Bodily injury”, “property damage” or "personal and advertising injury" under COVERAGE PART ONE- COMMERCIAL GENERAL LIABILITY, COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY and COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY caused, in whole or in part, by: (1)Your acts or omissions; or (2)The acts or omissions of those acting on your behalf; and resulting directly from: (a)Your ongoing operations performed for the additional insured, which is the subject of the written contract or written agreement; or (b)“Your work” completed as included in the "products-completed operations hazard", performed for the additional insured, which is the subject of the written contract or written agreement; and/or b."Claims" arising out of a "pollution event" under COVERAGE PART TWO - CONTRACTOR'S POLLUTION LIABILITY, caused, in whole or in part, by: (1)Your acts or omissions; or (2)The acts or omissions of those acting on your behalf, and resulting directly from: (a)"Covered operations" performed for the additional insured, which is the subject of the written contract or written agreement; or X X Page of STF-ESP-101-F CW (04/13) 1 3 (b)"Completed operations" of the "covered operations" performed for the additional insured, which is the subject of the written contract or written agreement. 3.However, regardless of the provisions of paragraphs 1. and 2. above, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the written contract or written agreement to provide to such additional insured. 4.With respect to the insurance afforded to the additional insured under this endorsement, the following is added to Section III – Limits Of Insurance and Deductible: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement you have entered into with the additional insured; or b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations 5. The insurance provided to the additional insured person or organization does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering or failure to render any professional architectural, engineering or surveying services including: (1) The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any architectural, engineering or surveying services. 6.The additional insured must see to it that: a.We are notified as soon as practicable of an "occurrence", offense or “pollution event”, as applicable, that may result in a claim; b.We receive written notice of a claim or "suit" as soon as practicable; and c.A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the written contract or written agreement requires that this coverage be primary and non-contributory. 7.For the coverage provided by this endorsement: a.The following paragraph is added to Paragraph 8.a. Other Insurance, Conditions (Section V.) in the COMMON COVERAGE PROVISIONS: Primary and Noncontributory Insurance This Insurance is primary to and will not seek contribution from any other insurance available to an additional insured under this endorsement provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. b.The following paragraph is added to Paragraph 8.b. Other Insurance, Conditions (Section V.) in the COMMON COVERAGE PROVISIONS: This insurance is excess over: Page of STF-ESP-101-F CW (04/13) 2 3 Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. 8.This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. Page of STF-ESP-101-F CW (04/13) 3 3 (b)"Completed operations" of the "covered operations" performed for the additional insured, which is the subject of the written contract or written agreement. 3.However, regardless of the provisions of paragraphs 1. and 2. above, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the written contract or written agreement to provide to such additional insured. 4.With respect to the insurance afforded to the additional insured under this endorsement, the following is added to Section III – Limits Of Insurance and Deductible: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement you have entered into with the additional insured; or b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations 5. The insurance provided to the additional insured person or organization does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering or failure to render any professional architectural, engineering or surveying services including: (1) The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any architectural, engineering or surveying services. 6.The additional insured must see to it that: a.We are notified as soon as practicable of an "occurrence", offense or “pollution event”, as applicable, that may result in a claim; b.We receive written notice of a claim or "suit" as soon as practicable; and c.A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the written contract or written agreement requires that this coverage be primary and non-contributory. 7.For the coverage provided by this endorsement: a.The following paragraph is added to Paragraph 8.a. Other Insurance, Conditions (Section V.) in the COMMON COVERAGE PROVISIONS: Primary and Noncontributory Insurance This Insurance is primary to and will not seek contribution from any other insurance available to an additional insured under this endorsement provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. b.The following paragraph is added to Paragraph 8.b. Other Insurance, Conditions (Section V.) in the COMMON COVERAGE PROVISIONS: This insurance is excess over: Page of STF-ESP-101-F CW (04/13) 2 3 Policy: GPL7567063 Policy No.Eff. Date of Pol.Exp. Date of Pol.Eff. Date of End.Producer Add'l Prem.Return Prem. Named Insured and Mailing Address:Producer: GPL 7567063-00 07/01/2026 07/01/2027 07/01/2026 73791000 FARALLON CONSULTING LLC 13555 SE 36TH ST BELLEVUE, WA 98006-1400 IMA 10400 NE 4TH ST STE 900 BELLEVUE, WA 98004 ---------- ---------- Notice to Others of Cancellation THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: Agribusiness Pollution Liability Insurance Policy - Claims Made and Reported Coverage Commercial Umbrella Liability Policy Commercial Umbrella Liability Policy – Claims Made and Reported Coverage Contractor’s Pollution Liability Insurance Policy Contractor’s Pollution Liability Insurance Policy - Claims Made and Reported Coverage Environmental Cleanup and Liability Insurance Policy - Claims Made and Reported Coverage Environmental Impairment Liability Insurance Policy - Claims Made and Reported Coverage Environmental Services Package Policy Excess Environmental Insurance Policy - Claims Made and Reported Coverage Follow Form Excess Liability Policy Follow Form Excess Liability Policy – Claims Made and Reported Coverage Healthcare Pollution Liability Insurance Policy - Claims Made and Reported Coverage Lender Environmental Collateral Protection and Liability Insurance Outstanding Loan Balance - Claims Made and Reported Coverage Lender Environmental Collateral Protection and Liability Insurance Policy – Claims Made and Reported Coverage Lender Environmental Collateral Protection and Liability Insurance Policy – Capital Markets - Claims Made and Reported Coverage Professional Consultant’s Liability Insurance Policy - Claims Made and Reported Coverage Professional Environmental Consultant’s Liability Insurance Policy Professional Environmental Consultant’s Liability Insurance Policy - Claims Made and Reported Coverage Public Entity Pollution Liability - Claims Made and Reported Coverage Real Estate Environmental Liability Insurance Policy - Claims Made and Reported Coverage Fixed Price Remediation Insurance Z Choice® Real Estate Environmental Liability - Claims Made and Reported Coverage Z Choice® Pollution Liability - Claims Made and Reported Coverage Z Link® Commercial General and Pollution Liability STF-ENVL-1633-A CW (12/10) Page 1 of 2 SCHEDULE Name and Address of Other Person(s)/Number of Days Notice:Organization(s): A.If we cancel this policy by written notice to the first Named Insured shown in the Declarations for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1.To the name and address corresponding to each person or organization shown in the Schedule below; and 2.At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured shown in the Declarations, or the longer number of days notice if indicated in the Schedule below. B.If we cancel this policy by written notice to the first Named Insured shown in the Declarations for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C.If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice City of El Cajon Department of Public Works 200 Civic Center Way, El Cajon, CA 92020 30 City of Issaquah 130 East Sunset Way, PO BOX 1307, Issaquah, WA 98027 30 SCD Acquisitions West, LLC c/o Skanska USA Commercial Development, Inc. 221 Yale Avenue North, Suite 400, Seattle, WA 98109 30 Santa Clara Valley Water District 5750 Almaden Expressway, San Jose, CA 95118 30 VMC River Forum, LLC Jones Lang LaSalle Americas, Inc. 4380 S Macadam Avenue, Suite 310 Portland, OR 97239 30 ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. STF-ENVL-1633-A CW (12/10) Page 2 of 2 Others – Blanket as Required by Contract Waiver of Transfer of Rights of Recovery Against Policy No.Eff. Date of Pol.Exp. Date of Pol.Eff. Date of End.Producer Add'l Prem.Return Prem. Named Insured and Mailing Address:Producer: 07/01/2026 07/01/2027 07/01/2026 73791000 FARALLON CONSULTING LLC 13555 SE 36TH ST BELLEVUE, WA 98006-1400 IMA 10400 NE 4TH ST STE 900 BELLEVUE, WA 98004 ---------- ---------- [ ] COVERAGE PART ONE – COMMERCIAL GENERAL LIABILITY [ ] COVERAGE PART TWO – CONTRACTOR’S POLLUTION LIABILITY [ ] COVERAGE PART THREE – PROFESSIONAL LIABILITY ITHIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: Environmental Services Package Policy In consideration of the payment of premium and the Deductible by you and in reliance upon the statements in the Application made a part hereof, we agree with you, subject to all the terms, exclusions and conditions that with respect to the coverage parts indicated above Conditions (Section V.) of the COMMON COVERAGE PROVISIONS, Condition 14. Subrogation is amended by the addition of the following: We waive any right of recovery we may have against any person or organization whom you are required to waive your right of subrogation by a written contract or written agreement executed and effective prior to the performance of your services which is the subject of such written contract or written agreement. X X X ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. STF-ESP-248-A CW (04/10) Page 1 of 1 © ®ZURICH GPL 756706300 Others – Blanket as Required by Contract Waiver of Transfer of Rights of Recovery Against Policy No.Eff. Date of Pol.Exp. Date of Pol.Eff. Date of End.Producer Add'l Prem.Return Prem. Named Insured and Mailing Address:Producer: 07/01/2026 07/01/2027 07/01/2026 73791000 FARALLON CONSULTING LLC 13555 SE 36TH ST BELLEVUE, WA 98006-1400 IMA 10400 NE 4TH ST STE 900 BELLEVUE, WA 98004 ---------- ---------- [ ] COVERAGE PART ONE – COMMERCIAL GENERAL LIABILITY [ ] COVERAGE PART TWO – CONTRACTOR’S POLLUTION LIABILITY [ ] COVERAGE PART THREE – PROFESSIONAL LIABILITY ITHIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: Environmental Services Package Policy In consideration of the payment of premium and the Deductible by you and in reliance upon the statements in the Application made a part hereof,we agree with you,subject to all the terms,exclusions and conditions that with respect to the coverage parts indicated above Conditions (Section V.)of the COMMON COVERAGE PROVISIONS,Condition 14. Subrogation is amended by the addition of the following: We waive any right of recovery we may have against any person or organization whom you are required to waive your right of subrogation by a written contract or written agreement executed and effective prior to the performance of your services which is the subject of such written contract or written agreement. X X X ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. STF-ESP-248-A CW (04/10) Page 1 of 1 GPL 756706300 Insurance Requirements for Professional/Specialized Services Agreement 1 Version: May 2025 Contractor shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): with coverage at least as broad as Insurance Services Office (“ISO”) Form CG 00 01, with limits no less than $2,000,000 per occurrence, $2,000,000 general aggregate, and $2,000,000 products and completed operations aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Contractor's policy shall allow and be endorsed "primary and non- contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City. The City’s own insurance or self-insurance shall not be called upon. 2. Automobile Liability: Coverage shall be provided using ISO Form Number CA 00 01 (or equivalent) covering any auto (Code 1), or if Contractor has no owned autos, hired (Code 8) and non-owned autos (Code 9), with limits no less than $1,000,000 each accident for bodily injury and property damage. Not required. Consultant shall be fully remote and not use automobiles to provide the service. In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Consultant does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non- Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the EXHIBIT C Insurance Requirements Professional/Specialized Services Agreement Insurance Requirements for Professional/Specialized Services Agreement 2 Version: May 2025 Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1). In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits, and Employer’s Liability Insurance of no less than $1,000,000 each accident / disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, if applicable and as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims-made basis form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance policies shall contain, be endorsed and have the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered and endorsed as additional insureds on Contractor’s CGL and automobile liability policies. General Liability coverage shall be in the form of an endorsement to Contractor’s insurance (at least as broad as ISO Form CG 20 10 (11 85) or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms, if a later edition is used. Primary and Non-Contributory Coverage Except for Workers’ Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed primary with coverage at least as broad as the most recent edition of ISO CG 20 01 as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, and volunteers shall be excess of Contractor’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. If a carrier will not provide the required notice of cancellation or policy modification, the Contractor shall provide written notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Contractor waives any right to subrogation against City/Additional Insureds for recovery of damages to the Insurance Requirements for Professional/Specialized Services Agreement 3 Version: May 2025 extent said losses are covered by the insurance policies required herein. Specifically, the General Liability, Automobile Liability and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City for all work performed by Contractor, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Contractor must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A-VII or higher. Verification of Coverage Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City prior to commencing the Services. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor’s obligation to provide them. City retains the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance required herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13. Higher Insurance Limits If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Contractor. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Insurance coverage shall not limit Contractor’s duties to indemnify, defend and hold City harmless. City reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer, coverage or other special circumstances. Environmental Review Services Final Audit Report 2026-10-08 Created:2026-10-08 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA52mIgIfJ3s5M3soIsjbY8Y1V804-IQEt "Environmental Review Services" History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-10-08 - 1:15:57 AM GMT- IP address: 35.229.54.2 Document emailed to aracelia@cupertino.org for approval 2026-10-08 - 1:19:56 AM GMT Email viewed by aracelia@cupertino.org 2026-10-08 - 1:20:06 AM GMT- IP address: 98.93.5.185 Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre 2026-10-08 - 4:53:19 PM GMT- IP address: 71.202.76.156 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2026-10-08 - 4:53:21 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to Martin Hamann (mhamann@farallonconsulting.com) for signature 2026-10-08 - 4:53:25 PM GMT Email viewed by Martin Hamann (mhamann@farallonconsulting.com) 2026-10-08 - 5:02:48 PM GMT- IP address: 76.126.247.172 Document e-signed by Martin Hamann (mhamann@farallonconsulting.com) Signature Date: 2026-10-08 - 5:03:36 PM GMT - Time Source: server- IP address: 76.126.247.172 - Signature Appearance Selected: IMAGE Document emailed to michaelw@cupertino.org for signature 2026-10-08 - 5:03:39 PM GMT Email viewed by michaelw@cupertino.org 2026-10-08 - 5:03:50 PM GMT- IP address: 44.200.107.101 Signer michaelw@cupertino.org entered name at signing as Michael K Woo 2026-10-08 - 7:27:59 PM GMT- IP address: 69.181.158.199 Document e-signed by Michael K Woo (michaelw@cupertino.org) Signature Date: 2026-10-08 - 7:28:01 PM GMT - Time Source: server- IP address: 69.181.158.199 - Signature Appearance Selected: TYPE Document emailed to Benjamin Fu (benjaminf@cupertino.org) for signature 2026-10-08 - 7:28:03 PM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.org) 2026-10-08 - 7:28:10 PM GMT- IP address: 32.196.106.148 Document e-signed by Benjamin Fu (benjaminf@cupertino.org) Signature Date: 2026-10-08 - 7:32:41 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE Document emailed to laurens@cupertino.org for signature 2026-10-08 - 7:32:44 PM GMT Email viewed by laurens@cupertino.org 2026-10-08 - 7:32:53 PM GMT- IP address: 54.89.103.9 Signer laurens@cupertino.org entered name at signing as Lauren Sapudar 2026-10-08 - 8:00:08 PM GMT- IP address: 69.149.42.28 Document e-signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-10-08 - 8:00:10 PM GMT - Time Source: server- IP address: 69.149.42.28 - Signature Appearance Selected: TYPE Agreement completed. 2026-10-08 - 8:00:10 PM GMT