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25-038 ZogSports SJ LLC for Adult Sports League Program Management and OversightPage 1 of 9 Professional/Consulting Contracts /Version: April 2024 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and ZogSports SJ LLC (“Contractor”), a limited liability corporation for Adult Sports League Program Management and Oversight, Registration, Scheduling, Staffing, and Supplies and Equipment, and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 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 This Agreement begins on the Effective Date and ends on December 31, 2026 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the Effective Date and shall be completed by December 31, 2026. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, also incorporated in Exhibit A. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. Page 2 of 9 Professional/Consulting Contracts /Version: April 2024 4. COMPENSATION 4.1 Maximum Compensation. City will compensate Contractor for satisfactory performance of the Services an amount that will be capped so as not to exceed $172,000 (“Contract Price”), based upon the scope of services detailed in Exhibit A. The Contract Price shall be 80% of the total revenue, as hereinafter defined, generated by the adult sports league program managed by Contractor for the City. Total revenue consists of the gross revenue without reduction for any incurred costs by Contractor to run the program. Contractor shall remit to the City 20% of all total revenue. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the Contract Price. No extra work or payment is permitted without prior written approval of City. 4.2 Payments. Contractor shall collect all fees for the program offered and be compensated with 80% of total revenue generated by the adult sports league program managed by the Contractor and will remit to the City 20% of the total revenue. Contractor shall pay to the City based on the compensation schedule as follows: Payments will be made at the end of each season. These payments must state the complete schedule of the adult sports league program, include financial reports (detailed in Section 8), and the amounts paid for the preceding season. Payments shall be received no later than the 15th of the following month. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor 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, Page 3 of 9 Professional/Consulting Contracts /Version: April 2024 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 autho rity, 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 provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; Page 4 of 9 Professional/Consulting Contracts /Version: April 2024 (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 The Contractor shall maintain complete, accurate, and detailed accounting records relating to its performance in accordance with generally accepted accounting principles and procedures. Such reports shall, at a minimum, contain: a) A list of the gross revenues as shown upon the books and records of the Contractor, and which were used to compute the payment to the City during the period covered by the statement. b) Detailed information regarding total league participants, games or matches played, gross revenue received, and the resulting calculation of payment to the City. Said reports shall be included and submitted as backup documentation with the payments to the City. The records and supporting documents must be kept separate from other files and maintained for four (4) years from the date of the City’s final payment. Contractor agrees to make its books and records available to City, or to any City auditor or representative designated by City, for the purpose of examining such books and records to determine the accuracy of Contractor’s earning from Contractor’s business. Such books and records shall be kept for four (4) years and shall be maintained and/or made available to City’s representative for the purpose of re-auditing these accounts; except that, if an audit is made within such four-year period and City claims that errors or omissions have occurred, the books and records shall be retained and made available until those matters are resolved. If an audit reveals that Contractor has understated its Gross Receipts, Contractor shall pay City, promptly upon demand, the difference between the amount Contractor has paid and the amount it should have paid to City. If Contractor understates its Gross Receipts by three percent (3%) or more, the cost of the audit shall be borne by Contractor. If Contractor understates its Gross Receipts with knowledge of such understatement or by reason of gross negligence, then, in addition to paying for the cost of the audit, on the first such occasion Contractor shall pay City ten (10) times the amount of the difference between the amount City should have received and amount City actually received. A second such understatement made with knowledge of or by reason of negligence shall be considered an Event of Default. Payments will be made to the City at the end of each season, and submitted with the financial reports as described. Payments should be received no later than the 15th of the following month. 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. Page 5 of 9 Professional/Consulting Contracts /Version: April 2024 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 is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. 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, of ficials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (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 Page 6 of 9 Professional/Consulting Contracts /Version: April 2024 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 B, 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 Con tractor 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. 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 its 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 Page 7 of 9 Professional/Consulting Contracts /Version: April 2024 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 Alex Corbalis 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 Kendra Hansen as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in 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. Page 8 of 9 Professional/Consulting Contracts /Version: April 2024 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 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, Page 9 of 9 Professional/Consulting Contracts /Version: April 2024 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 10300 Torre Ave, Cupertino, CA 95014 Attention: Alex Corbalis Email: alexc@cupertino.gov To Contractor: ZogSports SJ LLC 500 7th Ave, New York, NY 10018 Attention: Kendra Hansen Email: kendra@zogsports.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 TO CONTINUE ON THE NEXT PAGE Page 10 of 9 Professional/Consulting Contracts /Version: April 2024 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date APPROVED AS TO FORM: FLOY ANDREWS Interim City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk DATE: Kendra Hansen Kendra Hansen General Manager Mar 19, 2025 Rachelle Sander Director of Parks and Recreation Mar 19, 2025 Mar 19, 2025 EXHIBIT A SCOPE OF WORK AND PERFORMANCE The Contractor shall provide Adult Sports League Program Management and Oversight, Registration, Scheduling, Staffing, and Supplies and Equipment in, but not limited to, the following: - Registration and Collection of Fees and Charges o Collection and processing of all fees and charges for each team member or public member participating in the associated adult sports league program. Fees will be established and agreed upon by City and Contractor pursuant to the normal procedure for establishing such fees. o Contractor will absorb the merchant fee associated with any payment. - Scheduling and Rescheduling of Leagues o Handling, tracking, and updating of the schedule for league games or matches. The total number of games will be determined based on the sport or activity and the availability of the field. Leagues are scheduled on a seasonal basis. o In the event that a game or match must be rescheduled, Contractor will confirm with the City if a reschedule is feasible. o The City reserves the right to close fields at any time. The City will consider possible league games when scheduling closures in advance. o Field usage will not be available prior to the games to allow for field preparation (if needed). - Staffing and Staff Duties o Contractor will provide the following staff for the leagues. Duties are generally described below but may be adjusted if agreed upon by both Parties: ▪ Umpire – enforces rules, make judgement calls, manages time, manages safety of the participants, resolves complaints, assesses penalties, and officiate the game. ▪ Score Keeper – tracks the scores and records them, cleans up and puts away all equipment utilized for the game, including turning off the lights (if applicable). - Equipment and Supplies o All equipment and supplies necessary for the associated league game, including balls and participant shirts. o The City will provide and cover the general field prep, including bases (if needed) and can provide access to lights (if available). - Communication and Coordination o Contractor will be the main contact person for anything related to the league, including the handling of all questions and concerns. Contractor will notify the City of these interactions in a timely manner. o Contractor will notify and work with the City prior to the start of the league to reserve the necessary field dates and times. The times, dates, and locations must be approved by the City and at its sole discretion, may change the agreed dates, times, and locations of a league or game. Performance of Contractor Services: Registration and Enrollment Participants may not take part in the league unless they are listed on the roster and can show proof of enrollment. All participants need to complete the City’s Waiver of Liability form prior to taking part in the league. Injury of a Participant In the event of an injury occurring to a league participant, the Contractor will notify the City within 1 hour and complete an Incident Report in the form approved by the City. The Incident Report must be submitted to the City within 24 hours of the injury occurring. Exh. D-Insurance Requirements for Softball League Management Services 1 Revised Version: Feb. 2025 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. 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 Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy 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 before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non- Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1). 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 per occurrence for bodily injury or disease. Not required. Consultant has provided written verification of no employees. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s EXHIBIT B Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Softball League Management Services 2 Revised Version: Feb. 2025 insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. 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. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory 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 prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD ZOGSP-2 OP ID: CF 02/03/2025 RPS Bollinger Sports & Leisure PO Box 1322 Morristown, NJ 07960 Cathy A. Fonseca Ext. 8124 *Markel Insurance Company Zog Sports Holdings LLCZog Sports LLC500 7th Ave, 8th FL MailroomNew York, NY 10018 A X 1,000,000 3602AH012674 08/18/2024 08/18/2025 100,000 X 5,000 1,000,000 3,000,000 1,000,000 $1Mil/$2Mil 1,000,000A 3602AH012674 08/18/2024 08/18/2025 X X X 5,000,000 X A 4602AH012675 08/18/2024 08/18/2025 5,000,000 SIR Zero City of Cupertino, its City Council, officers, officials, employees, agents,servants and volunteers are named as additional insured 30 Day NOC GL deductible - Zero - Excess SIR - Zero CUPE099 City of Cupertino (see below) 10300 Torre Avenue Cupertino, CA 95014 38970 Abuse/Mol Incl Particpants X - Insured : Policy No: Policy Period : 3602AH012674 -3 Zog Sports Holdings,LLC WeWork 500 7th Avenue,8th FL Mailroom New York,NY 10018 08-18-2024 08-18-2025 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION Copyright,Insurance Services Office,Inc.,2012CG20260413 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 SCHEDULE POLICY NUMBER: Page 1 of 1 1. Name Of Additional Insured Person(s)Or Organization(s): Information required to complete this Schedule,if not shown above,will be shown in the Declarations. Section II -Who Is An Insured is amended to include as an additional insured the person(s)or organization(s)shown in the Schedule,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury" caused,in whole or in part,by your acts or omis- sions or the acts or omissions of those acting on your behalf: 1.In the performance of your ongoing opera- tions;or 2.In connection with your premises owned by or rented to you. 2. The insurance afforded to such additional in- sured only applies to the extent permitted by law;and A. However: If coverage provided to the additional insured is required by a contract or agreement,the in- surance afforded to such additional insured will not be broader than that which you are re- quired by the contract or agreement to pro- vide for such additional insured. With respect to the insurance afforded to these additional insureds,the following is added to Section III -Limits Of Insurance: B. 1.Required by the contract or agreement;or If coverage provided to the additional insured is required by a contract or agreement,the most we will pay on behalf of the additional insured is the amount of insurance: 2.Available under the applicable Limits of Insur- ance shown in the Declarations; whichever is less. This endorsement shall not increase the applica- ble Limits of Insurance shown in the Declarations. City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers 10300 Torre Avenue Cupertino,CA 95014 3 6 0 2 AH0 1 2 6 7 4 -3 EXTENDED NOTICE OF CANCELLATION All Coverage Parts included in this policy are subject to the following except Financial Institution Crime Policies. MIL 1211 08 15 Page 1 of 1IncludescopyrightedmaterialofInsuranceServicesOffice,Inc., with its permission. THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. days We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least the number of days shown in the Schedule of this endorsement before the effective date of cancellation if we cancel for any reason other than nonpayment of premium. SCHEDULE The following provision supersedes any other similar provision: All other terms and conditions remain unchanged. POLICY NUMBER: 30 3602AH012674 -3 Markel Insurance Company This end orsem ent m o difies insu rance provided u nder the fo llow ing: THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 Copyright,Insurance Services Office,Inc.,2008CG24040509 CO M M ERCIA L G EN ERA L LIA BILITY CO VERA G E PA RT PRO DUCTS/CO M PLETED O PERA TIO NS L IA BILITY CO VERA G E PA RT SCHEDULE POLICY NUMBER: Page 1 of 1 The following is added to Paragraph 8.Transfer Of Rights Of Recovery Against Others To Us of Sec- tion IV-Conditions: Name Of Person Or Organization: Information required to complete this Schedule,if not shown above,will be shown in the Declarations. We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work"done under a contract with that person or organization and included in the "products-completed operations hazard".This waiver applies only to the person or organization shown in the Schedule above. City of Cupertino,its City Council,officers,officials,employees,agents, servants and volunteers 10300 Torre Avenue,Cupertino CA 95014 3602A H012674 -3 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION Copyright, Insurance Services Office, Inc., 2012CG 20 01 04 13 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 (2) POLICY NUMBER: You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy pro- vided that: (1)The additional insured is a Named Insured under such other insurance; and The following is added to the Other Insurance Con- dition and supersedes any provision to the con- trary: Page 1 of 1 3602AH011964-0 Adult Sports League Program Management and Oversight, Registration, Scheduling, Staffing, and Supplies and Equipment Final Audit Report 2025-03-19 Created:2025-03-18 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAul9inHteBKBWAzc2xJk_kbnsbBhM5hai "Adult Sports League Program Management and Oversight, Reg istration, Scheduling, Staffing, and Supplies and Equipment" His tory Document created by Webmaster Admin (webmaster@cupertino.org) 2025-03-18 - 4:00:03 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-03-18 - 4:11:05 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-03-18 - 4:11:22 PM GMT- IP address: 52.202.236.132 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-03-18 - 8:30:51 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to kendra@zogsports.com for signature 2025-03-18 - 8:30:54 PM GMT Email viewed by kendra@zogsports.com 2025-03-19 - 3:44:42 PM GMT- IP address: 104.47.66.126 Signer kendra@zogsports.com entered name at signing as Kendra Hansen 2025-03-19 - 3:45:27 PM GMT- IP address: 73.135.77.99 Document e-signed by Kendra Hansen (kendra@zogsports.com) Signature Date: 2025-03-19 - 3:45:29 PM GMT - Time Source: server- IP address: 73.135.77.99 Document emailed to Floy Andrews (floya@cupertino.gov) for signature 2025-03-19 - 3:45:31 PM GMT Email viewed by Floy Andrews (floya@cupertino.gov) 2025-03-19 - 3:46:19 PM GMT- IP address: 52.202.236.132 Document e-signed by Floy Andrews (floya@cupertino.gov) Signature Date: 2025-03-19 - 5:34:10 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Rachelle Sander (rachelles@cupertino.org) for signature 2025-03-19 - 5:34:15 PM GMT Email viewed by Rachelle Sander (rachelles@cupertino.org) 2025-03-19 - 5:34:22 PM GMT- IP address: 52.202.236.132 Document e-signed by Rachelle Sander (rachelles@cupertino.org) Signature Date: 2025-03-19 - 5:36:12 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2025-03-19 - 5:36:14 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2025-03-19 - 5:36:20 PM GMT- IP address: 52.202.236.132 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2025-03-19 - 6:27:45 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2025-03-19 - 6:27:45 PM GMT