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25-046 Got Gophers, Inc. for clean out and monthly maintenance at Three Oaks Park- 2025-462Got Gophers, Inc. for clean out and monthly maintenance at Three Oaks Park 1 of 5 Services Agreement ($5,000) / April 2024 ☐ ☐ ☐ SERVICES AGREEMENT ($5,000 OR LESS) 1. Parties. This Agreement (“Agreement”) is made by and between the City of Cupertino, a municipal corporation (“City”) and Got Gophers, Inc (“Contractor”), a Corporation, and is effective on the last date signed below (“Effective Date”). 2. Services. Contractor agrees to provide the programs, classes or activities (“Services”) set forth in detail in the Scope of Services, attached and incorporated here as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 3. Time of Performance. This Agreement begins on the Effective Date and ends on December 31, 2025 (“Contract Time”), unless terminated earlier as provided herein. Contractor must deliver the Services in accordance with the Schedule of Performance included or attached to Exhibit A. 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. The City’s designated supervisor for this Agreement may extend the Contract Time by up to six (6) months through a written amendment to this Agreement, provided such extension does not include additional contract funds. 4. Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based upon actual costs but that will be capped so as not to exceed $5,000.00 (“Contract Price”), based upon the Scope of Services and the budget and rates included in Exhibit A. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. Upon City approval of written invoices, Contractor will be paid as follows: (check one; cross out others): A lump sum amount of $ which shall not exceed the Contract Price. At the rate of $ per hour for a total not to exceed the Contract Price. Based on the payment schedule included or attached to Exhibit A which shall not exceed the Contract Price. 5. Independent Contractor. 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, workers compensation or other benefits from the City. Contractor must have the skills and qualifications to perform the Services in a competent and professional manner, and must be licensed, registered, and/or certified and have a City Business License. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 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 Got Gophers, Inc. for clean out and monthly maintenance at Three Oaks Park 2 of 5 Services Agreement ($5,000) / April 2024 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. 7. Assignment. This Agreement is not assignable. Contractor may not substitute another or transfer any rights or obligations under this Agreement without prior written approval of City. Only those persons whose names are included in Exhibit A may perform the Services. 8. Indemnification. To the fullest extent allowed by law and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, officials, 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; Contractor must pay any costs City may incur in enforcing this provision and must accept a tender of defense upon receiving notice from City. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement. 9. 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 Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 10. Compliance with Laws. Contractor shall comply with all laws and regulations applicable to this Got Gophers, Inc. for clean out and monthly maintenance at Three Oaks Park 3 of 5 Services Agreement ($5,000) / April 2024 Agreement, included without limitation the following laws: 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. ☐ Sole Proprietor. If Contractor is a sole proprietorship/individual, it must sign the Affidavit of No Employees included in this Agreement. 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, 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. 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 the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 11. Abandonment. City may abandon or postpone the Project at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment. 12. Termination. City may terminate this Agreement for cause or without cause at any time. City reserves the right to terminate the Agreement and the remainder of the Services offered by Consultant without notice based upon Contractor’s cancellation of a Service (i.e., program, class or activity) without giving advance notice or obtaining written approval from City. 13. Governing Law. 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. 14. Entire Agreement. This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement or understanding, either oral or written, between the Parties. Any changes to this Agreement will be effective only if in writing and Got Gophers, Inc. for clean out and monthly maintenance at Three Oaks Park 4 of 5 Services Agreement ($5,000) / April 2024 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. Each provision and clause required by law for this Agreement is deemed to be inserted and will be inferred herein. 15. Services Coordinator. The Parties designate the following persons as Services Coordinators for this Agreement. Contractor’s designation and any substitution are subject to City approval. For City: For Contractor: Brian Gathers Georgia Eaton Briang@cupertino.org Georgia@gotgophers.com 16. Contract Interpretation. There are no intended third party beneficiaries of this Agreement. Neither acceptance of the Services nor payment therefor shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. The headings in this Agreement are for convenience only. The Indemnification and Governing Law sections expressly survive this Agreement. 17. Severability. If a term or provision of the Agreement or its application to a particular situation is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in 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. 18. Notices. All notices, demands, requests, and approvals must be sent to the persons below in writing, and will be considered effective on the date of personal delivery, upon confirmation of delivery by a reputable overnight delivery service, on the fifth calendar day after deposit thereof 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: Brian Gathers Email: briang@cupertino.org To Contractor: Got Gophers, Inc. PO Box 1541 Morgan Hill, CA 95038 Attention: Georgia Eaton Email: Georgia@gotgophers.com 19. Execution. Contractor’s signatory warrants that he or she is authorized to execute the Agreement and to legally bind 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 Got Gophers, Inc. for clean out and monthly maintenance at Three Oaks Park 5 of 5 Services Agreement ($5,000) / April 2024 IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the Effective Date written above. CITY OF CUPERTINO A Municipal Corporation GOT GOPHERS, INC By: By: Name: Name: Title: Date: Title: Date: APPROVED AS TO FORM: By: FLOY ANDREWS Interim City Attorney ATTEST: By: KIRSTEN SQUARCIA City Clerk Date: Georgia Eaton Georgia Eaton CEO 03/24/2025 Chad Mosley Director of Public Works 03/25/2025 03/25/2025 EXHIBIT A March 2, 2025 Brian Gathers City Of Cupertino Public Works Supervisor Grounds and Median Division RE: Gopher Control at Three Oaks Park Dear Mr. Gathers, We appreciate this opportunity to present our proposed action plan for the gopher activities at Three Oaks Park. Below you will find our scope of work, please review it and let me know if you have any questions. Thank you for your time and consideration. Scope of Work Initial Clean Out • Walk Three Oaks Park and set an appropriate number of traps based on gopher activity. • All traps will be checked and reset once a week for the first month; this will allow us to gain control over the critters on site. • All gopher and mole traps are set 6-10 inches below ground and areas will be marked with orange or pink whiskers. • Areas may be used as normal between visits and whiskers may be mowed over. • New critters will come from adjacent areas and will slowly re-inhabit the treated area over time. We recommend a year-round maintenance program. Cost: $1,950.00 for the initial four week clean out. Monthly Maintenance • Walk the park twice per month and set an appropriate number of traps based on pest activities. • All gopher and mole traps are set 6-10 inches below ground and areas will be marked with orange whiskers or flags. • Areas may be used as normal between visits and whiskers may be mowed over. • You are more than welcome to call us if there is new activity in areas of concern, and we will be out within 24 hours. This is included in your monthly cost. Cost: $275.00 per month Got Gophers is fully licensed and insured. We will provide supporting documentation upon request. Thank you again for your time and consideration, we look forward to hearing from you soon. Georgia Eaton Georgia Eaton | Owner | 408.605.1655 | PO Box 1541 Morgan Hill, CA 95038 Insurance Requirements for Services Agreement ($5,000 or less) 1 Version: August 2024 Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance and results of the Services hereunder by the Contractor, his agents, representatives, employees, or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (“CGL”): Insurance Services Office (“ISO”) Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, contractual liability, property damage, bodily injury, and personal and advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project (ISO CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement under this agreement 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 (1) the minimum coverage/limits specified in this agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Contractor'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 CG 20 01 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 Form Number CA 00 01 covering any auto (Code 1), or, if Contractor has no owned autos, then hired autos (Code 8) and non-owned autos (Code 9), with limits no less than $1,000,000 per accident for bodily injury and property damage. 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 if Contractor provides written verification it has no employees). 4. Professional Liability. Insurance which includes coverage for professional acts, errors and omissions, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate (if applicable). Claims Made Policies (applicable only to professional liability) If any of the required policies provide coverage on a claims-made basis: 1. The Retroactive Date must be shown and must be before the Effective Date of the Contract. 2. Insurance must be maintained for at least five (5) years after completion of the Services. 3. 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. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and higher insurance limits maintained by Contractor. EXHIBIT B Insurance Requirements Services Agreement ($5,000 or less) Insurance Requirements for Services Agreement ($5,000 or less) 2 Version: August 2024 OTHER INSURANCE PROVISIONS The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of the Services performed by or on behalf of Contractor including materials, parts, or equipment furnished. Endorsement of CGL coverage shall be 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 if a later edition is used. Primary Coverage For any claims related to this Contract, the Contractor’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Contractor’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions City may approve self-insured retentions and require proof of Contractor’s ability to pay losses and related investigations, claim administration and defense expenses within the retention. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or 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 acceptable original 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 to City prior to commencing the Services. City retains the right to demand verification of compliance at any time during the Contract. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. 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. 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 belowIf 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 HIREDAUTOS ONLY 02/07/2025 DeSando Insurance Services, LLC. 6081 Meridian Ave Ste 70-125 San Jose CA 95120 Megan Morris (408) 268-3333 megan@desandoins.com Got Gophers, Inc P.O Box 1541 Morgan Hill CA 95038 MARKEL INSURANCE COMPANY 38970 STARSTONE SPECIALTY INSURANCE COMPANY 44776 CALIFORNIA AUTOMOBILE INSURANCE COMPANY 38342 STATE COMPENSATION INSURANCE FUND 35076 A Primary & Non-Contributory Completed Ops / Pre Project Agg X X PCG29475-01 02/09/2025 02/09/2026 1,000,000 100,000 5,000 1,000,000 2,000,000 2,000,000 DEDUCTIBLE 500 C X X BA040000065787 02/16/2025 02/16/2026 1,000,000 B $0 X X 86367Q252ALI 02/09/2025 02/09/2026 2,000,000 2,000,000 PR/COMP OPS AGG 2,000,000 D Y X 9357411 04/14/2024 04/14/2025 1,000,000 1,000,000 1,000,000 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are named as additional insureds for general and auto liability, including ongoing operations, completed operations, and waiver of subrogation, coverage is primary and non-contributory, per attached endorsement. Excess is following form. Workers Comp waiver of subrogation applies, per attached endorsement. 30-day notice of cancellation (10 days for nonpayment) The City of Cupertino 10300 Torre Ave. Cupertino CA 95014 MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 9 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PEST CONTROL COMMERCIAL GENERAL LIABILITY ENHANCEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following additional coverages and extensions are added to this policy as detailed below. As respects any coverage provided by this endorsement, if higher limits are provided on any other schedule, declarations or endorsement attached to this policy, then the limits and coverage provided by this endorsement would not apply for that coverage. SCHEDULE Lost Key Coverage $25,000 Each Occurrence / $25,000 Annual Aggregate Extended Property Damage – Expected Or Intended Injury Included Non-Owned Watercraft Increased To 51 Feet Long Non-Owned Aircraft If Rented Or Loaned With A Paid Crew Property Damage To Borrowed Equipment $50,000 Each Occurrence Property Damage To Customers’ Goods $10,000 Each Occurrence Damage To Premises Rented To You Equal To The General Liability Each Occurrence Limit Personal And Advertising Injury From Televised Or Videotaped Material Included Supplementary Payments Bail Bonds Up To $5,000 Loss Of Earnings Up To $500 A Day Broadened Definition Of Insured Included Automatic Additional Insureds When Required By Contract Or Agreement Included Mortgagees, Assignees Or Receivers Included Vendors Included Medical Payments $10,000 Any One Person (Unless Excluded) Each Location And Each Project Aggregates Equal To The General Aggregate Limit Duties In The Event Of Occurrence, Offense, Claim Or Suit Included Unintentional Failure To Disclose All Hazards Included Waiver Of Transfer Of Rights Of Recovery Against Others To Us Included Liberalization Included Mental Anguish Resulting From Bodily Injury Included Broadened Definition Of Mobile Equipment Included MARKEL INSURANCE COMPANY POLICY NUMBER: PCG29475-01 MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 9 I. BROADENED DEFINITION OF INSURED Section II – Who Is An Insured is amended as follows: 1. The following is added to Paragraph 2.a.: Paragraph (1) does not apply to managers at the supervisory level or above. 2. Paragraph 2. is amended to include the following as insureds: Any legally incorporated entity of which you own at least 51% of the voting stock on the inception date of this Coverage Form and on the date of any covered “occurrence”, claim or “suit”. This insurance shall not apply to any entity that is already insured under any other insurance provided by any company or that would be an insured but for the exhaustion of its limits of insurance. 3. Paragraph 3.a. is replaced by the following: a. Coverage for your newly acquired or formed organization shall be: (1) Effective on the date of acquisition or formation; and (2) Afforded until the end of the policy period of this Coverage Form. J. AUTOMATIC ADDITIONAL INSUREDS The following paragraphs are added to Section II – Who Is An Insured: 1. The following are also insureds under this policy, subject to the following provisions: a. When Required By Contract Or Agreement Any person or organization to whom you are required by written contract, agreement, permit or authorization to provide insurance, but only if the contract, agreement, permit or authorization is in effect during the policy period shown in the Declarations and was executed prior to the “bodily injury”, “property damage” or “personal and advertising injury”. However: (1) The person or organization is an insured only to the extent you are held liable due to your acts or omissions or the acts or omissions of those acting on your behalf in connection with: (a) The ownership, maintenance or use of that part of premises you own, rent, lease or occupy, subject to the following additional provisions: (i) This insurance does not apply to any “occurrence” which takes place after you cease to be a tenant in any premises leased to or rented to you; and (ii) This insurance does not apply to any structural alterations, new construction or demolition operations performed by or on behalf of the person or organization; (b) Your ongoing operations for that insured, whether the work is performed by you or for you; (c) "Your work" performed for the additional insured at the location designated in the contract, agreement or permits and included in the "products-completed operations hazard"; (d) The maintenance, operation or use by you of equipment leased to you by such person or organization, subject to the following additional provisions: (i) This insurance does not apply to any “occurrence” which takes place after the equipment lease expires or you cease to lease that equipment; and (ii) This insurance does not apply to “bodily injury” or “property damage” arising out of the sole negligence of such person or organization; or (e) Permits or authorizations issued by any state or political subdivision with respect to operations performed by you or on your behalf, subject to the following additional provision: This insurance does not apply to “bodily injury”, “property damage” or “personal and advertising injury” arising out of operations performed for that state or municipality. (2) The insurance with respect to any architect, engineer or surveyor does not apply to “bodily injury”, MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 9 “property damage” or “personal and advertising injury” arising out of the rendering of or failure to render any professional services by or for you, including: (a) The preparing, approving or failure to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; and (b) Supervisory, inspection or engineering services. (3) This insurance does not apply to “bodily injury”, “property damage” or “personal and advertising injury” arising out of the rendering of or failure to render any professional services. (4) This insurance does not apply to any insured person or organization if the loss, cost, injury or damage is otherwise excluded from coverage under this insurance, including any endorsements made a part of this policy. (5) This insurance does not apply to any person or organization included as an insured by an endorsement issued by us or otherwise made part of this insurance. (6) No coverage will be provided if, in the absence of this endorsement, no liability will be imposed by law on you. Coverage will be limited to the extent of your negligence or fault according to the applicable principles of comparative fault. This Additional Insured provision does not apply to mortgagees, assignees or receivers, or vendors. b. Mortgagees, Assignees Or Receivers Any person or organization with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of premises by you. However, this insurance does not apply to structural alterations, new construction or demolition operations performed by or for that person or organization. c. Vendors Any vendor with whom you have agreed in a written contract or agreement to provide insurance, but only if the contract or agreement is in effect during the policy period shown in the Declarations and was executed prior to the “bodily injury” or “property damage”, and only with respect to “bodily injury” or “property damage” arising out of “your products” which are distributed or sold in the regular course of the vendor’s business. (1) The following additional exclusions apply to such vendors: This insurance does not apply to: (a) “Bodily injury” or “property damage” for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor’s premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; (h) Any failure to maintain the product in a merchantable condition; or (i) “Bodily injury” or “property damage” arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 9 not apply to: (i) The exceptions contained in subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products or any ingredient, part or container entering into, accompanying or containing such products. (3) This insurance does not apply to any vendor included as an insured by an endorsement issued by us or otherwise made a part of this insurance. (4) This insurance does not apply if “bodily injury” or “property damage” included in the “products-completed operations hazard” is excluded either by the provisions of this insurance or by endorsement. 2. The insurance provided to such automatic additional insureds: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insureds. 3. With respect to the insurance afforded to such automatic additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable limits of insurance shown in the Declarations, whichever is less. The insurance afforded to the additional insured does not increase the applicable limits of insurance shown in the Declarations. K. MEDICAL PAYMENTS The following applies only if Medical Payments Coverage is not excluded from the policy to which this endorsement is attached: Paragraph 7. under Section III – Limits Of Insurance is replaced by the following: 7. Subject to Paragraph 5. above, the Medical Expense limit is equal to the Medical Expense limit stated in the Declarations or the amount shown in the Schedule of this endorsement, whichever is greater, and is the most we will pay under Coverage C for all medical expenses because of “bodily injury” sustained by any one person. L. EACH LOCATION AND EACH PROJECT AGGREGATES The following is added to Section III – Limits Of Insurance: 1. For all sums which the insured becomes legally obligated to pay as damages caused by “occurrences” under Coverage A, and for all medical expenses caused by accidents under Coverage C, which can be attributed only to operations at a single designated covered “location” or covered construction project: a. A separate Each Location or Each Project Aggregate limit applies to each covered “location” or covered construction project, and that limit is equal to the General Aggregate limit shown in the Declarations. b. The Each Location or Each Project Aggregate limit is the most we will pay for the sum of all damages under Coverage A, except damages because of “bodily injury” or “property damage” included in the “products- completed operations hazard”, and for medical expenses under Coverage C, regardless of the number of: (1) Insureds; (2) Claims made or “suits” brought; or (3) Persons or organizations making claims or bringing “suits”. MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 9 c. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Each Location or Each Project Aggregate limit for each covered “location” or covered project for which payment is made. Such payments shall not reduce the General Aggregate limit shown in the Declarations nor shall they reduce any other covered “location” or covered project’s general aggregate. d. The limits shown in the Declarations for Each Occurrence, Damage To Prem ises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate limit shown in the Declarations, such limits will be subject to the applicable Each Location or Each Project Aggregate limit. 2. For all sums which the insured becomes legally obligated to pay as damages caused by “occurrences” under Coverage A, and for all medical expenses caused by accidents under Coverage C, which cannot be attributed only to ongoing operations at a covered “location” or covered project: a. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate limit or the Products-Completed Operations Aggregate limit, whichever is applicable; and b. Such payments shall not reduce any Each Location or Each Project Aggregate limit. 3. When coverage for liability arising out of the “products-completed operations hazard” is provided, any payments for damages because of “bodily injury” or “property damage” included in the “products-completed operations hazard” will reduce the Products-Completed Operations Aggregate limit, and not reduce the General Aggregate limit nor the Each Location or Each Project Aggregate limit. 4. If the applicable covered construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. 5. For the purposes of this section of this endorsement, “location” means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 6. The provisions of Section III – Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. M. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit under Section IV – Commercial General Liability Conditions: Your obligation to notify us as soon as practicable of an “occurrence”, offense, claim or “suit” is satisfied if you send us written notice as soon as practicable after any of your “executive officers”, directors, partners, insurance managers or legal representatives become aware of or should have become aware of such “occurrence”, offense, claim or “suit”. N. UNINTENTIONAL FAILURE TO DISCLOSE ALL HAZARDS The following is added to Condition 6. Representations under Section IV – Commercial General Liability Conditions: If you unintentionally fail to disclose all hazards prior to the beginning of the policy period of this Coverage Form , we shall not deny coverage under this Coverage Form because of such failure. O. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following is added to Condition 8. Transfer Of Rights Of Recovery Against Others To Us under Section IV – Commercial General Liability Conditions: We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or “your work” done under a contract with that person or organization and included in the “products-completed operations hazard”. This waiver applies only to the person or organization with whom you have agreed in a written contract prior to an “occurrence” to waive such rights. P. LIBERALIZATION The following is added to Section IV – Commercial General Liability Conditions: Liberalization Clause If we adopt any revision that would broaden coverage under this Coverage Form without additional premium, the COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. POLICY NUMBER: PCG29475-01 POLICY NUMBER:COMMERCIAL GENERAL LIABILITY CG 02 24 10 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Number of Days' Notice (If no entry appears above, information required to complete this Schedule will be shown in the Declarations as applicable to this endorsement.) For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in paragraph 2.of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above. CG 02 24 10 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 PCG29475-01 30 Copyright 2017 Mercury Insurance Services, LLC. All rights reserved. MCA85100817-CA Includes copyrighted material of Insurance Services Office, Inc., with its Permission Page 1 of 6 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Business Auto Broadening Endorsement This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. NEWLY ACQUIRED OR FORMED ENTITY (BROAD FORM NAMED INSURED) II. EMPLOYEES AS INSUREDS III. AUTOMATIC ADDITIONAL INSURED IV. EMPLOYEE HIRED AUTO LIABILITY V. SUPPLEMENTARY PAYMENTS VI. FELLOW EMPLOYEE COVERAGE VII. ADDITIONAL TRANSPORTATION EXPENSE VIII. HIRED AUTO PHYSICAL DAMAGE COVERAGE IX. ACCIDENTAL AIRBAG DEPLOYMENT COVERAGE X. LOAN/LEASE GAP COVERAGE XI. GLASS REPAIR – DEDUCTIBLE WAIVER XII. TWO OR MORE DEDUCTIBLES XIII. AMENDED DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS XIV. WAIVER OF SUBROGATION XV. UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO DISCLOSE HAZARDS XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE XVII. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT XVIII. HIRED AUTO – COVERAGE TERRITORY XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH POLICY NUMBER: BA040000065787 Copyright 2017 Mercury Insurance Services, LLC. All rights reserved. MCA85100817-CA Includes copyrighted material of Insurance Services Office, Inc., with its Permission Page 2 of 6 BUSINESS AUTO COVERAGE FORM I. NEWLY ACQUIRED OR FORMED ENTITY (Broad Form Named Insured) SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added: d. Any business entity newly acquired or formed by you during the policy period provided you own 50% or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 180 days following acquisition or formation of the business entity. Coverage under this provision is afforded only until the end of the policy period. Coverage does not apply to an “accident” which occurred before you acquired or formed the organization. II. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added: e. Any “employee” of yours is an "insured" while using a covered “auto" you don't own, hire or borrow in your business or your personal affairs. III. AUTOMATIC ADDITIONAL INSURED SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added: f. Any person or organization that you are required to include as additional insured on the Coverage Form in a written contract or agreement that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. IV. EMPLOYEE HIRED AUTO LIABILITY SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added: g. An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. V. SUPPLEMENTARY PAYMENTS SECTION II – LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments, Subparagraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We are not obligated 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. Copyright 2017 Mercury Insurance Services, LLC. All rights reserved. MCA85100817-CA Includes copyrighted material of Insurance Services Office, Inc., with its Permission Page 3 of 6 VI. FELLOW EMPLOYEE COVERAGE: SECTION II – LIABILITY COVERAGE, B. Exclusions, 5. Fellow Employee This exclusion does not apply if you have workers’ compensation insurance in-force covering all of your “employees”. Coverage is excess over any other collectible insurance. VII. ADDITIONAL TRANSPORTATION EXPENSE SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, a. Transportation Expenses, is replaced with the following: We will pay up to $50 per day to a maximum of $1000 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". If your business shown in the Declarations is other than an auto dealership, we will also pay up to $1,000 for reasonable and necessary costs incurred by you to return a stolen covered auto from the place where it is recovered to its usual garaging location. VIII. HIRED AUTO PHYSICAL DAMAGE COVERAGE SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, the following is added: c. If Liability Coverage is provided in this policy on a Symbol 1 or a Symbol 8 basis and Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this coverage form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire, subject to the following limit: (1) The most we will pay for "loss" to any hired "auto" is $50,000 or Actual Cash Value or Cost of Repair, whichever is less (2) $500 deductible will apply to any loss under this coverage extension, except that no deductible shall apply to “loss” caused by fire or lightning Subject to the above limit and deductible we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own of similar size and type. This coverage extension is excess coverage over any other collectible insurance. IX. ACCIDENTAL AIRBAG DEPLOYMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, 3.a., is amended to add the following: This exclusion does not apply to the accidental discharge of an airbag. Copyright 2017 Mercury Insurance Services, LLC. All rights reserved. MCA85100817-CA Includes copyrighted material of Insurance Services Office, Inc., with its Permission Page 4 of 6 X. LOAN/LEASE GAP COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE C. Limit of Insurance, the following is added: 4. In the event of a "total loss" to a covered "auto" shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered “auto,” less: a. The amount paid under the Physical Damage Coverage Section of the policy; and b. Any: (1) Overdue lease/loan payments at the time of the “loss”; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage. (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (5) Carry-over balances from previous loans or leases. The most we will pay under Auto Loan/Lease Gap Coverage for an insured auto is 25% of the actual cash value of that insured auto at the time of the loss. XI. GLASS REPAIR – DEDUCTIBLE WAIVER SECTION III - PHYSICAL DAMAGE COVERAGE, D. Deductible, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. XII. TWO OR MORE DEDUCTIBLES SECTION III -PHYSICAL DAMAGE COVERAGE, D. Deductible, the following is added: If two or more "company" policies or coverage forms apply to the same accident: 1. If the applicable Business Auto deductible is the smallest, it will be waived; or 2. If the applicable Business Auto deductible is not the smallest, it will be reduced by the amount of the smallest deductible; or 3. If the loss involves two or more Business Auto coverage forms or policies the smallest deductible will be waived. For the purpose of this endorsement "company” means the company providing this insurance and any of the affiliated members of the Mercury Insurance Group of companies. XIII. AMENDED DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in SECTION IV, BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit, Or Loss, a., In the event of "accident", you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. Copyright 2017 Mercury Insurance Services, LLC. All rights reserved. MCA85100817-CA Includes copyrighted material of Insurance Services Office, Inc., with its Permission Page 5 of 6 XIV. WAIVER OF SUBROGATION SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer of Rights Of Recovery Against Others To Us, section is replaced by the following: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization 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 the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. XV. UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO DISCLOSE HAZARDS SECTION IV - BUSINESS AUTO CONDITIONS, B. General Conditions, 2. Concealment, Misrepresentation, or Fraud, the following is added: Any unintentional omission of or error in information given by you, or unintentional failure to disclose all exposures or hazards existing as of the effective date or at any time during the policy period shall not invalidate or adversely affect the coverage for such exposure or hazard or prejudice your rights under this insurance. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE SECTION IV – BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, b. For Hired Auto Physical Damage Coverage, is replaced by the following: b. 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 by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". XVII. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT SECTION IV – BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, the following is added and supersedes any provision to the contrary: e. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. Copyright 2017 Mercury Insurance Services, LLC. All rights reserved. MCA85100817-CA Includes copyrighted material of Insurance Services Office, Inc., with its Permission Page 6 of 6 XVIII. HIRED AUTO - COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, B. General Conditions, 7. Policy Period, Coverage Territory, e. Anywhere in the world if:, is replaced by the following: e. Anywhere in the world if: (1) A covered "auto" is leased, hired, rented or borrowed without a driver for a period of 30 days or less; and (2) The "insured’s" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico, or Canada or in a settlement we agree to. XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH SECTION V – DEFINITIONS, C. "Bodily Injury” is amended by adding the following: "Bodily injury" also includes mental anguish but only when the mental anguish arises from other bodily injury, sickness, or disease. Got Gophers, Inc. for clean out and monthly maintenance at Three Oaks Park Final Audit Report 2025-03-25 Created:2025-03-14 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA-fqpq0vk6Ii8uplfa1i_a9NXBil0kzcy "Got Gophers, Inc. for clean out and monthly maintenance at Thr ee Oaks Park" History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-03-14 - 6:32:56 PM GMT- IP address: 35.229.54.2 Document emailed to Jindy Gonzalez (jindyg@cupertino.org) for approval 2025-03-14 - 6:39:46 PM GMT Email viewed by Jindy Gonzalez (jindyg@cupertino.org) 2025-03-14 - 6:39:56 PM GMT- IP address: 52.202.236.132 Document approved by Jindy Gonzalez (jindyg@cupertino.org) Approval Date: 2025-03-14 - 6:41:39 PM GMT - Time Source: server- IP address: 174.85.102.16 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-03-14 - 6:41:41 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-03-14 - 6:41:49 PM GMT- IP address: 52.202.236.132 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-03-17 - 3:27:59 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to georgia@gotgophers.com for signature 2025-03-17 - 3:28:01 PM GMT Email sent to georgia@gotgophers.com bounced and could not be delivered 2025-03-17 - 3:28:05 PM GMT Webmaster Admin (webmaster@cupertino.org) added alternate signer georgia@gotgophers.co. 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