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20-019 Keyser Marston Associates _Amendment #1 dated 9-30-25 for peer review of the financing plan and pro forma for the Mary Avenue Villas project in Cupertino1 FIRST AMENDMENT TO AGREEMENT 986 BETWEEN THE CITY OF CUPERTINO AND KEYSER MARSTON ASSOCIATES, INC, FOR PEER REVIEW THE DEVELOPMENT PRO FORMA, REQUEST FOR FINANCIAL ASSISTANCE, AND FINANCING PLAN SUBMITTED BY THE SPONSORS OF THE PROPOSED MARY AVENUE VILLAS AFFORDABLE HOUSING PROJECT This First Amendment to Agreement 986 is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Keyser Marston Associates, Inc., a Corporation (“Contractor”) whose address is 2130 Center Street, Suite 301, Berkeley, CA 94704, and is made with reference to the following: RECITALS A. On January 22, 2025, Agreement 986 (“Agreement”) was entered into by and between City and Contractor for Peer Review the Development Pro Forma, Request for Financial Assistance, and Financing Plan submitted by the Sponsors of the Proposed Mary Avenue Villas Affordable Housing Project with a term expiring on June 30, 2025. B. City and Contractor desire to continue Contractor’s services to the City under the Agreement, and hereby affirm their intent that it remain in full force and effect as amended and reinstated by this first Amendment. C. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 2 of the Agreement is modified to read as follows: SERVICES 2.1 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-1. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order retarding 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 specification 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. 2 Exhibit-A of the Agreement is replaced with a new Exhibit A-1, attached hereto. 2. Paragraph 3 of the Agreement is modified to read as follows: TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on January 31, 2026 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by January 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, attached and incorporated here as Exhibit B. 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. 3. Paragraph 4 of the Agreement is modified to read as follows: COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $19,500.00 (“Contract Price”), based upon the scope of services in Exhibit A-1 and the budget and rates included in Exhibit C-1, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursement and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. Exhibit-C of the Agreement is replaced with a new Exhibit C-1, attached hereto. 4. Paragraph 12 of the Agreement is modified to read as follows: 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D-1, 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 3 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. Exhibit-D of the Agreement is replaced with Exhibit D-1, attached hereto. 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM Senior Assistant City Attorney ATTEST: City Clerk Date KEYSER MARSTON ASSOCIATES, INC By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount Base 2025-395 $14,500.00 1st Amendment - $5,000.00 Total $19,500.00 Vice President 09/30/2025 Benjamin Fu Director of Community Development 09/30/2025 09/30/2025 2130 Center Street, SUITE 301  BERKELEY, CALIFORNIA 94704  PHONE: 415 398 3050  FAX: 415 397 5065 Updated Mary Avenue Project 09 09 25; jf WWW.KEYSERMARSTON.COM 99900 ADVISORS IN: REAL ESTATE AFFORDABLE HOUSING ECONOMIC DEVELOPMENT BERKELEY DEBBIE M. KERN DAVID DOEZEMA LOS ANGELES KATHLEEN H. HEAD KEVIN E. ENGSTROM JULIE L. ROMEY TIM BRETZ SAN DIEGO PAUL C. MARRA LINNIE GAVINO EMERITUS A. JERRY KEYSER TIMOTHY C. KELLY September 9 2025 Mr. Gian Martire Senior Planner, Community Development City of Cupertino 10300 Torre Ave Cupertino, CA 95014 Re: Proposal to Peer Review An Updated Development Pro Forma, Request for Financial Assistance, and Financing Plan submitted by the Sponsors of the Proposed Mary Avenue Villas Affordable Housing Project in August 2025 Dear Mr. Martine: Thank you for requesting this letter proposal from Keyser Marston Associates, Inc. (KMA) to continue to assist the City of Cupertino with a review of the revised pro forma, financing plan and request for City assistance submitted in August 2025 by the sponsor of the proposed Mary Avenue Villas affordable housing project. The City owns the development site and is currently in the process of negotiating a long-term ground lease and the terms for providing financial assistance to enable the sponsor to develop the 0.79-acre site with forty (40) affordable residential apartments. A minimum of 18 units will be reserved to serve the intellectually and developmentally disabled (IDD) community. Under the terms of the revised proposal, there will be 19 IDD units, which will serve households earning, on average 22% of the Area Median Income (AMI). In summary, the Developer is requesting: • The City provide an additional $600,000 of funding from its BMR funds; • Increase the ground lease term to 85 years, from the current pro forma assumption of 55 years; • Deepening the affordability mix; • Modifying the proposed distribution of net cash flow to soft loans from 100% to 50%; • Modifying the terms for escalating the partnership management fees over the term of the partnershi Mr. Gian Martire September 9, 2025 Page 2 Updated Mary Avenue Project 09 09 25; jf 99900 PROPOSED SCOPE OF WORK Review the Feasibility of the Revised Development Pro Forma and the Financing Plan and Assess the Project’s Need for City Assistance The analysis will consist of:  A review of the project’s updated development costs.  A review of the developer’s updated income projection relative to the 2025 TCAC limits.  An evaluation of the feasibility of the revised financing plan. This evaluation will include an evaluation of the amount of debt, equity, the extent that a portion of the eligible developer fee will be deferred or invested into the project, 9% tax credit yields, the layering of other funding sources, and the project’s tie-breaker score relative to other similar projects that have received allocations.. KMA will identify the risks and weaknesses of the financing plan and the potential impact on the project’s viability.  An evaluation of the proposed revised terms for City assistance. KMA will evaluate the reasonableness of the proposed assistance package and the implications to the City.  An evaluation of the proposed terms for the ground lease of the property. KMA will provide recommendations, as appropriate, to ensure that the affordability covenants and the fee title remain protected. Product: 1) Technical memorandum summarizing our findings and recommendations. SCHEDULE AND BUDGET The typical schedule for evaluating a specific development project is as follows: 1. We will review the provided pro forma and provide a set of clarification questions within one week of receiving the City’s authorization to proceed with the peer review; 2. Within two weeks of our receipt of clarification responses and the requested data, we will review the pro forma and provide you with a written memorandum summarizing our preliminary findings. EXHIBIT A-1 Mr. Gian Martire September 9, 2025 Page 3 Updated Mary Avenue Project 09 09 25; jf 99900 We are proposing to provide the services described above on a time and materials basis, with the total fee to not exceed $5,000. REQUESTED INFORMATION We will need the following information to undertake the peer review: 1. Updated pro forma for the project (detailed estimates of direct, indirect and financing development costs for the project; projection of the project’s stabilized net annual operating income, including a detailed breakdown of rental rates by unit type and affordability mix, additional subsidies for tenant services; tenant service expenses, operating expenses, tenant utility expenses and developer utility expenses, reserve expenses; and cash flow projection showing ground lease payments, repayment of debt, recovery of deferred developer fees) 2. Self-scoring for 9% tax credit application, including tie-breaker score 3. Calculation of eligible basis and tax credit proceeds 4. Developer’s updated statement of sources and uses of funds 5. Any City staff reports or other written narratives regarding the project We have enjoyed assisting you evaluate the Mary Avenue proposal and look forward to updating our review Sincerely, KEYSER MARSTON ASSOCIATES, INC. Debbie M. Kern EXHIBIT C-1 01/06/2025 Symphony Risk Solutions, LLC 2425 N Central Expy Suite 900 Richardson TX 75080 Halidee Callejas (972) 864-0400 (972) 278-8400 hcallejas@symphonyrisk.com Keyser Marston Associates, Inc. 1299 4th Street Suite 408 San Rafael CA 94901 Massachusetts Bay Insurance Co.22306 Allmerica Financial Benefit Ins. Co.41840 Scottsdale Indemnity Company 15580 2024-2025 A 0.00 Deductible Y Y ZDFA49104910 12/01/2024 12/01/2025 1,000,000 100,000 10,000 1,000,000 2,000,000 Included B Coll $500 Comp $500 Y Y AWFA490049 12/01/2024 12/01/2025 1,000,000 Uninsured motorist combined single limit 1,000,000 A 0.00 Y Y UHFA49117110 12/01/2024 12/01/2025 4,000,000 4,000,000 C Professional Liability Retention $50,000 EKI3550800 12/01/2024 12/01/2025 Each Claim $2,000,000 Aggregate Limit $4,000,000 Retro Date 11/11/1976 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are named as Additional Insured as respects their interests may appear per written contract and per the endorsements attached. This insurance is Primary and non-contributory. Waiver of Subrogation applies. 30 days notice of cancellation/10 days for non-payment of premium. City of Cupertino Community Development Dept 10300 Torre Avenue Cupertino CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 1 of 4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES Additional Insured by Contract, Agreement or Permit Included 2.Additional Insured Primary and Non-Contributory Included 3. 4. 5.Broad Form Property Damage Borrowed Equipment, Customers Goods &Use of Elevators Included Knowledge of Occurrence Included Liberalization Clause lncluded 8.Medical Payments Extended Reporting Period Included Newly Acquired or Formed Organizations -Covered until end of policy period Included 10.Non-owned Watercraft 51 ft. Supplementary Payments Increased Limits - Bail Bonds $2,500 12. 13.Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II WHO IS AN INSURED: Additional Insured by Contract, Agreement or Permit a.Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add an additional insured on your policy is an additional insured only with respect to liability whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1)"Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3)Your maintenance, operation or use of equipment leased to you. b.The insurance afforded to such additional insured described above: (1)Only applies to the extent permitted by law; and (2)Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 2 of 4 (3)Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3)To any lessor of equipment: (a) After the equipment lease expires; or (b) the lessor (4) To any: (a) Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the wh of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1.Required by the contract, agreement or permit described in Paragraph a.; or 2.Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured Primary and Non- Contributory The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS,Paragraph 4. Other insurance: Additional Insured Primary and Non- Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II WHO IS AN INSURED, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a.Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1)For the sole negligence of the Additional Insured; (2)When the Additional Insured is an Additional Insured under another primary liability policy; or (3)when b.below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c.below. ZDF A491049 5701518 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 3 of 4 b. Excess Insurance (1) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (a)That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b)That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c)That is insurance purchased by the Additional Insured to cover the tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (d)If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g.of SECTION I COVERAGE A BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b)The total of all deductible and self insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers 3. Blanket Waiver of Subrogation The following is added to SECTION IV Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under this coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contrac or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V DEFINITIONS, Definition 3. by the following: 3.bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. includes mental anguish or other mental injury resulting from 5. Broad Form Property Damage Borrowed Equipment, Customers Goods, Use of Elevators a.SECTION I COVERAGES, COVERAGE A BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph j. is amended as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraphs (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor do they apply to the use of elevators at premises you own, rent, lease or occupy. b. The following is added to SECTION V DEFINTIONS: 24. "Customers goods" means property of your customer on your premises for the purpose of being: ZDF A491049 5701518 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 4 of 4 a. worked on; or b. used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent 6. Knowledge of Occurrence The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS,Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: e. Notice of an "occurrence", offense, claim or "suit" will be considered knowledge of the insured if reported to an individual named insured, partner, executive officer or an "employee" designated by you to give us such a notice. 7. Liberalization Clause The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS: Liberalization Clause If we adopt any revision that would broaden the coverage under this Coverage Form without additional premium, within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this Coverage Part. 8. Medical Payments Extended Reporting Period a.SECTION I COVERAGES, COVERAGE C MEDICAL PAYMENTS, Paragraph 1. Insuring Agreement, subparagraph a.(3)(b) is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and b.This coverage does not apply if COVERAGE C MEDICAL PAYMENTS is excluded either by the provisions of the Coverage Part or by endorsement. 9. Newly Acquired Or Formed Organizations SECTION II WHO IS AN INSURED,Paragraph 3.a. is replaced by the following: a.Coverage under this provision is afforded until the end of the policy period. 10. Non-Owned Watercraft SECTION I COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Paragraph 2. Exclusions, subparagraph g.(2) is replaced by the following: g. Aircraft, Auto Or Watercraft (2)A watercraft you do not own that is: (a)Less than 51 feet long; and (b)Not being used to carry persons or property for a charge; This provision applies to any person who, with your consent, either uses or is responsible for the use of a watercraft. 11. Supplementary Payments Increased Limits SECTION I SUPPLEMENTARY PAYMENTS COVERAGES A AND B,Paragraphs 1.b. and 1.d. are replaced by the following: 1.b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 1.d. All reasonable expenses incurred by the insured at our request to assist us in the including actual loss of earnings up to $1000 a day because of time off from work. 12. Unintentional Failure to Disclose Hazards The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 6. Representations: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 13. Unintentional Failure to Notify The following is added to SECTION IV Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this policy shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury" or "property damage" is not covered under this policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. ZDF A491049 5701518 COMMERCIAL AUTO CA 00 01 03 06 CA 00 01 03 06 © ISO Properties, Inc., 2005 Page 1 of 12 !!!! BUSINESS AUTO COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the Company pro- viding this insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V – Definitions. SECTION I – COVERED AUTOS Item Two of the Declarations shows the "autos" that are covered "autos" for each of your coverages. The following numerical symbols describe the "autos" that may be covered "autos". The symbols entered next to a coverage on the Declarations designate the only "autos" that are covered "autos". A. Description Of Covered Auto Designation Symbols Symbol Description Of Covered Auto Designation Symbols 1 Any "Auto" 2 Owned "Autos" Only Only those "autos" you own (and for Liability Coverage any "trailers" you don't own while attached to power units you own). This includes those "autos" you acquire ownership of after the policy begins. 3 Owned Private Passenger "Autos" Only Only the private passenger "autos" you own. This includes those private passenger "autos" you acquire ownership of after the policy begins. 4 Owned "Autos" Other Than Pri- vate Passenger "Autos" Only Only those "autos" you own that are not of the private passenger type (and for Li- ability Coverage any "trailers" you don't own while attached to power units you own). This includes those "autos" not of the private passenger type you acquire ownership of after the policy begins. 5 Owned "Autos" Subject To No- Fault Only those "autos" you own that are required to have No-Fault benefits in the state where they are licensed or principally garaged. This includes those "autos" you ac- quire ownership of after the policy begins provided they are required to have No- Fault benefits in the state where they are licensed or principally garaged. 6 Owned "Autos" Subject To A Compulsory Un- insured Motor- ists Law Only those "autos" you own that because of the law in the state where they are li- censed or principally garaged are required to have and cannot reject Uninsured Motorists Coverage. This includes those "autos" you acquire ownership of after the policy begins provided they are subject to the same state uninsured motorists re- quirement. 7 Specifically De- scribed "Autos" Only those "autos" described in Item Three of the Declarations for which a pre- mium charge is shown (and for Liability Coverage any "trailers" you don't own while attached to any power unit described in Item Three). 8 Hired "Autos" Only Only those "autos" you lease, hire, rent or borrow. This does not include any "auto" you lease, hire, rent, or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. 9 Nonowned "Autos" Only Only those "autos" you do not own, lease, hire, rent or borrow that are used in con- nection with your business. This includes "autos" owned by your "employees", part- ners (if you are a partnership), members (if you are a limited liability company), or members of their households but only while used in your business or your personal affairs. Page 2 of 12 © ISO Properties, Inc., 2005 CA 00 01 03 06 !!!! 19 Mobile Equip- ment Subject To Compulsory Or Financial Re- sponsibility Or Other Motor Ve- hicle Insurance Law Only Only those "autos" that are land vehicles and that would qualify under the definition of "mobile equipment" under this policy if they were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where they are li- censed or principally garaged. B. Owned Autos You Acquire After The Policy Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Declara- tions, then you have coverage for "autos" that you acquire of the type described for the re- mainder of the policy period. 2. But, if Symbol 7 is entered next to a coverage in Item Two of the Declarations, an "auto" you acquire will be a covered "auto" for that cover- age only if: a. We already cover all "autos" that you own for that coverage or it replaces an "auto" you previously owned that had that cover- age; and b. You tell us within 30 days after you acquire it that you want us to cover it for that cover- age. C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos If Liability Coverage is provided by this Coverage Form, the following types of vehicles are also cov- ered "autos" for Liability Coverage: 1. "Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment" while being carried or towed by a covered "auto". 3. Any "auto" you do not own while used with the permission of its owner as a temporary substi- tute for a covered "auto" you own that is out of service because of its: a. Breakdown; b. Repair; c. Servicing; d. "Loss"; or e. Destruction. SECTION II – LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto". We will also pay all sums an "insured" legally must pay as a "covered pollution cost or expense" to which this insurance applies, caused by an "acci- dent" and resulting from the ownership, mainte- nance or use of covered "autos". However, we will only pay for the "covered pollution cost or ex- pense" if there is either "bodily injury" or "property damage" to which this insurance applies that is caused by the same "accident". We have the right and duty to defend any "insured" against a "suit" asking for such damages or a "covered pollution cost or expense". However, we have no duty to defend any "insured" against a "suit" seeking damages for "bodily injury" or "prop- erty damage" or a "covered pollution cost or ex- pense" to which this insurance does not apply. We may investigate and settle any claim or "suit" as we consider appropriate. Our duty to defend or settle ends when the Liability Coverage Limit of Insur- ance has been exhausted by payment of judg- ments or settlements. 1. Who Is An Insured The following are "insureds": a. You for any covered "auto". b. Anyone else while using with your permis- sion a covered "auto" you own, hire or bor- row except: (1) The owner or anyone else from whom you hire or borrow a covered "auto". This exception does not apply if the covered "auto" is a "trailer" connected to a cov- ered "auto" you own. CA 00 01 03 06 © ISO Properties, Inc., 2005 Page 3 of 12 !!!! (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto". (5) A partner (if you are a partnership), or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. c. Anyone liable for the conduct of an "in- sured" described above but only to the ex- tent of that liability. 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured": (1) All expenses we incur. (2) Up to $2,000 for cost of bail bonds (in- cluding bonds for related traffic law vio- lations) required because of an "acci- dent" we cover. We do not have to fur- nish these bonds. (3) The cost of bonds to release attach- ments in any "suit" against the "insured" we defend, but only for bond amounts within our Limit of Insurance. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $250 a day be- cause of time off from work. (5) All costs taxed against the "insured" in any "suit" against the "insured" we de- fend. (6) All interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "in- sured" we defend, but our duty to pay in- terest ends when we have paid, offered to pay or deposited in court the part of the judgment that is within our Limit of Insurance. These payments will not reduce the Limit of Insurance. b. Out-Of-State Coverage Extensions While a covered "auto" is away from the state where it is licensed we will: (1) Increase the Limit of Insurance for Li- ability Coverage to meet the limits speci- fied by a compulsory or financial re- sponsibility law of the jurisdiction where the covered "auto" is being used. This extension does not apply to the limit or limits specified by any law governing motor carriers of passengers or prop- erty. (2) Provide the minimum amounts and types of other coverages, such as no- fault, required of out-of-state vehicles by the jurisdiction where the covered "auto" is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the follow- ing: 1. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "in- sured". 2. Contractual Liability assumed under any contract or agree- ment. But this exclusion does not apply to liability for damages: a. Assumed in a contract or agreement that is an "insured contract" provided the "bodily in- jury" or "property damage" occurs subse- quent to the execution of the contract or agreement; or b. That the "insured" would have in the ab- sence of the contract or agreement. 3. Workers' Compensation Any obligation for which the "insured" or the "insured's" insurer may be held liable under any workers' compensation, disability benefits or unemployment compensation law or any similar law. 4. Employee Indemnification And Employer's Liability "Bodily injury" to: a. An "employee" of the "insured" arising out of and in the course of: (1) Employment by the "insured"; or Page 4 of 12 © ISO Properties, Inc., 2005 CA 00 01 03 06 !!!! (2) Performing the duties related to the con- duct of the "insured's" business; or b. The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph a. above. This exclusion applies: (1) Whether the "insured" may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. But this exclusion does not apply to "bodily in- jury" to domestic "employees" not entitled to workers' compensation benefits or to liability assumed by the "insured" under an "insured contract". For the purposes of the Coverage Form, a domestic "employee" is a person en- gaged in household or domestic work per- formed principally in connection with a resi- dence premises. 5. Fellow Employee "Bodily injury" to any fellow "employee" of the "insured" arising out of and in the course of the fellow "employee's" employment or while per- forming duties related to the conduct of your business. 6. Care, Custody Or Control "Property damage" to or "covered pollution cost or expense" involving property owned or trans- ported by the "insured" or in the "insured's" care, custody or control. But this exclusion does not apply to liability assumed under a sidetrack agreement. 7. Handling Of Property "Bodily injury" or "property damage" resulting from the handling of property: a. Before it is moved from the place where it is accepted by the "insured" for movement into or onto the covered "auto"; or b. After it is moved from the covered "auto" to the place where it is finally delivered by the "insured". 8. Movement Of Property By Mechanical Device "Bodily injury" or "property damage" resulting from the movement of property by a mechani- cal device (other than a hand truck) unless the device is attached to the covered "auto". 9. Operations "Bodily injury" or "property damage" arising out of the operation of: a. Any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile equip- ment"; or b. Machinery or equipment that is on, attached to, or part of, a land vehicle that would qual- ify under the definition of "mobile equip- ment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. 10. Completed Operations "Bodily injury" or "property damage" arising out of your work after that work has been com- pleted or abandoned. In this exclusion, your work means: a. Work or operations performed by you or on your behalf; and b. Materials, parts or equipment furnished in connection with such work or operations. Your work includes warranties or representa- tions made at any time with respect to the fit- ness, quality, durability or performance of any of the items included in Paragraph a. or b. above. Your work will be deemed completed at the earliest of the following times: (1) When all of the work called for in your contract has been completed. (2) When all of the work to be done at the site has been completed if your contract calls for work at more than one site. (3) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, cor- rection, repair or replacement, but which is oth- erwise complete, will be treated as completed. 11. Pollution "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or es- cape of "pollutants": a. That are, or that are contained in any prop- erty that is: (1) Being transported or towed by, handled, or handled for movement into, onto or from, the covered "auto"; CA 00 01 03 06 © ISO Properties, Inc., 2005 Page 5 of 12 !!!! (2) Otherwise in the course of transit by or on behalf of the "insured"; or (3) Being stored, disposed of, treated or processed in or upon the covered "auto"; b. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are ac- cepted by the "insured" for movement into or onto the covered "auto"; or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph a. above does not apply to fuels, lu- bricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts, if: (1) The "pollutants" escape, seep, migrate, or are discharged, dispersed or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2) The "bodily injury", "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile equip- ment". Paragraphs b. and c. above of this exclusion do not apply to "accidents" that occur away from premises owned by or rented to an "in- sured" with respect to "pollutants" not in or upon a covered "auto" if: (1) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and (2) The discharge, dispersal, seepage, mi- gration, release or escape of the "pollut- ants" is caused directly by such upset, overturn or damage. 12. War "Bodily injury" or "property damage" arising di- rectly or indirectly out of: a. War, including undeclared or civil war; b. Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any govern- ment, sovereign or other authority using military personnel or other agents; or c. Insurrection, rebellion, revolution, usurped power, or action taken by governmental au- thority in hindering or defending against any of these. 13. Racing Covered "autos" while used in any professional or organized racing or demolition contest or stunting activity, or while practicing for such contest or activity. This insurance also does not apply while that covered "auto" is being pre- pared for such a contest or activity. C. Limit Of Insurance Regardless of the number of covered "autos", "in- sureds", premiums paid, claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined, resulting from any one "ac- cident" is the Limit of Insurance for Liability Cover- age shown in the Declarations. All "bodily injury", "property damage" and "covered pollution cost or expense" resulting from continu- ous or repeated exposure to substantially the same conditions will be considered as resulting from one "accident". No one will be entitled to receive duplicate pay- ments for the same elements of "loss" under this Coverage Form and any Medical Payments Cov- erage Endorsement, Uninsured Motorists Cover- age Endorsement or Underinsured Motorists Cov- erage Endorsement attached to this Coverage Part. SECTION III – PHYSICAL DAMAGE COVERAGE A. Coverage 1. We will pay for "loss" to a covered "auto" or its equipment under: a. Comprehensive Coverage From any cause except: (1) The covered "auto's" collision with an- other object; or (2) The covered "auto's" overturn. b. Specified Causes Of Loss Coverage Caused by: (1) Fire, lightning or explosion; (2) Theft; (3) Windstorm, hail or earthquake; (4) Flood; (5) Mischief or vandalism; or (6) The sinking, burning, collision or derail- ment of any conveyance transporting the covered "auto". Page 6 of 12 © ISO Properties, Inc., 2005 CA 00 01 03 06 !!!! c. Collision Coverage Caused by: (1) The covered "auto's" collision with an- other object; or (2) The covered "auto's" overturn. 2. Towing We will pay up to the limit shown in the Decla- rations for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the labor must be performed at the place of disablement. 3. Glass Breakage – Hitting A Bird Or Animal – Falling Objects Or Missiles If you carry Comprehensive Coverage for the damaged covered "auto", we will pay for the fol- lowing under Comprehensive Coverage: a. Glass breakage; b. "Loss" caused by hitting a bird or animal; and c. "Loss" caused by falling objects or missiles. However, you have the option of having glass breakage caused by a covered "auto's" collision or overturn considered a "loss" under Collision Coverage. 4. Coverage Extensions a. Transportation Expenses We will pay up to $20 per day to a maxi- mum of $600 for temporary transportation expense incurred by you because of the to- tal 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 expi- ration, when the covered "auto" is returned to use or we pay for its "loss". b. Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" be- comes legally responsible to pay for loss of use of a vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use ex- penses if caused by: (1) Other than collision only if the Declara- tions indicate that Comprehensive Cov- erage is provided for any covered "auto"; (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any ex- penses for loss of use is $20 per day, to a maximum of $600. B. Exclusions 1. We will not pay for "loss" caused by or resulting from any of the following. Such "loss" is ex- cluded regardless of any other cause or event that contributes concurrently or in any se- quence to the "loss". a. Nuclear Hazard (1) The explosion of any weapon employing atomic fission or fusion; or (2) Nuclear reaction or radiation, or radioac- tive contamination, however caused. b. War Or Military Action (1) War, including undeclared or civil war; (2) Warlike action by a military force, includ- ing action in hindering or defending against an actual or expected attack, by any government, sovereign or other au- thority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power or action taken by gov- ernmental authority in hindering or de- fending against any of these. 2. We will not pay for "loss" to any covered "auto" while used in any professional or organized racing or demolition contest or stunting activity, or while practicing for such contest or activity. We will also not pay for "loss" to any covered "auto" while that covered "auto" is being pre- pared for such a contest or activity. 3. We will not pay for "loss" caused by or resulting from any of the following unless caused by other "loss" that is covered by this insurance: a. Wear and tear, freezing, mechanical or electrical breakdown. b. Blowouts, punctures or other road damage to tires. 4. We will not pay for "loss" to any of the follow- ing: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment. CA 00 01 03 06 © ISO Properties, Inc., 2005 Page 7 of 12 !!!! b. Any device designed or used to detect speed measuring equipment such as radar or laser detectors and any jamming appara- tus intended to elude or disrupt speed measurement equipment. c. Any electronic equipment, without regard to whether this equipment is permanently in- stalled, that receives or transmits audio, visual or data signals and that is not de- signed solely for the reproduction of sound. d. Any accessories used with the electronic equipment described in Paragraph c. above. Exclusions 4.c. and 4.d. do not apply to: a. Equipment designed solely for the repro- duction of sound and accessories used with such equipment, provided such equipment is permanently installed in the covered "auto" at the time of the "loss" or such equipment is removable from a housing unit which is permanently installed in the cov- ered "auto" at the time of the "loss", and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto"; or b. Any other electronic equipment that is: (1) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system; or (2) An integral part of the same unit housing any sound reproducing equipment de- scribed in Paragraph a. above and per- manently installed in the opening of the dash or console of the covered "auto" normally used by the manufacturer for installation of a radio. 5. We will not pay for "loss" to a covered "auto" due to "diminution in value". C. Limit Of Insurance 1. The most we will pay for "loss" in any one "ac- cident" is the lesser of: a. The actual cash value of the damaged or stolen property as of the time of the "loss"; or b. The cost of repairing or replacing the dam- aged or stolen property with other property of like kind and quality. 2. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". 3. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment. D. Deductible For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen prop- erty will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. SECTION IV – BUSINESS AUTO CONDITIONS The following conditions apply in addition to the Common Policy Conditions: A. Loss Conditions 1. Appraisal For Physical Damage Loss If you and we disagree on the amount of "loss", either may demand an appraisal of the "loss". In this event, each party will select a competent appraiser. The two appraisers will select a competent and impartial umpire. The apprais- ers will state separately the actual cash value and amount of "loss". If they fail to agree, they will submit their differences to the umpire. A decision agreed to by any two will be binding. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. If we submit to an appraisal, we will still retain our right to deny the claim. 2. Duties In The Event Of Accident, Claim, Suit Or Loss We have no duty to provide coverage under this policy unless there has been full compli- ance with the following duties: a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "acci- dent" or "loss". Include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. b. Additionally, you and any other involved "in- sured" must: (1) Assume no obligation, make no payment or incur no expense without our consent, except at the "insured's" own cost. Page 8 of 12 © ISO Properties, Inc., 2005 CA 00 01 03 06 !!!! (2) Immediately send us copies of any re- quest, demand, order, notice, summons or legal paper received concerning the claim or "suit". (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical records or other pertinent information. (5) Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require. c. If there is "loss" to a covered "auto" or its equipment you must also do the following: (1) Promptly notify the police if the covered "auto" or any of its equipment is stolen. (2) Take all reasonable steps to protect the covered "auto" from further damage. Also keep a record of your expenses for consideration in the settlement of the claim. (3) Permit us to inspect the covered "auto" and records proving the "loss" before its repair or disposition. (4) Agree to examinations under oath at our request and give us a signed statement of your answers. 3. Legal Action Against Us No one may bring a legal action against us un- der this Coverage Form until: a. There has been full compliance with all the terms of this Coverage Form; and b. Under Liability Coverage, we agree in writ- ing that the "insured" has an obligation to pay or until the amount of that obligation has finally been determined by judgment af- ter trial. No one has the right under this pol- icy to bring us into an action to determine the "insured's" liability. 4. Loss Payment – Physical Damage Coverages At our option we may: a. Pay for, repair or replace damaged or stolen property; b. Return the stolen property, at our expense. We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or sto- len property at an agreed or appraised value. If we pay for the "loss", our payment will include the applicable sales tax for the damaged or sto- len property. 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or or- ganization must do everything necessary to se- cure our rights and must do nothing after "acci- dent" or "loss" to impair them. B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obli- gations under this Coverage Form. 2. Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form. It is also void if you or any other "insured", at any time, intentionally con- ceal or misrepresent a material fact concern- ing: a. This Coverage Form; b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim under this Coverage Form. 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the revi- sion is effective in your state. 4. No Benefit To Bailee – Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any person or organization holding, storing or transporting property for a fee regardless of any other provi- sion of this Coverage Form. CA 00 01 03 06 © ISO Properties, Inc., 2005 Page 9 of 12 !!!! 5. Other Insurance a. For any covered "auto" you own, this Cov- erage Form provides primary insurance. For any covered "auto" you don't own, the in- surance provided by this Coverage Form is excess over any other collectible insurance. However, while a covered "auto" which is a "trailer" is connected to another vehicle, the Liability Coverage this Coverage Form pro- vides for the "trailer" is: (1) Excess while it is connected to a motor vehicle you do not own. (2) Primary while it is connected to a cov- ered "auto" you own. b. For Hired Auto Physical Damage Coverage, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Liability Coverage is primary for any liability as- sumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the lim- its of all the Coverage Forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy began. We will compute the final premium due when we determine your actual exposures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the bal- ance, if any. The due date for the final pre- mium or retrospective premium is the date shown as the due date on the bill. If the es- timated total premium exceeds the final premium due, the first Named Insured will get a refund. b. If this policy is issued for more than one year, the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the beginning of each year of the policy. 7. Policy Period, Coverage Territory Under this Coverage Form, we cover "acci- dents" and "losses" occurring: a. During the policy period shown in the Decla- rations; and b. Within the coverage territory. The coverage territory is: a. The United States of America; b. The territories and possessions of the United States of America; c. Puerto Rico; d. Canada; and e. Anywhere in the world if: (1) A covered "auto" of the private passen- ger type is leased, hired, rented or bor- rowed 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. We also cover "loss" to, or "accidents" involv- ing, a covered "auto" while being transported between any of these places. 8. Two Or More Coverage Forms Or Policies Issued By Us If this Coverage Form and any other Coverage Form or policy issued to you by us or any com- pany affiliated with us apply to the same "acci- dent", the aggregate maximum Limit of Insur- ance under all the Coverage Forms or policies shall not exceed the highest applicable Limit of Insurance under any one Coverage Form or policy. This condition does not apply to any Coverage Form or policy issued by us or an af- filiated company specifically to apply as excess insurance over this Coverage Form. SECTION V – DEFINITIONS A. "Accident" includes continuous or repeated expo- sure to the same conditions resulting in "bodily in- jury" or "property damage". B. "Auto" means: 1. A land motor vehicle, "trailer" or semitrailer de- signed for travel on public roads; or Page 10 of 12 © ISO Properties, Inc., 2005 CA 00 01 03 06 !!!! 2. Any other land vehicle that is subject to a com- pulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equip- ment". C. "Bodily injury" means bodily injury, sickness or dis- ease sustained by a person including death result- ing from any of these. D. "Covered pollution cost or expense" means any cost or expense arising out of: 1. Any request, demand, order or statutory or regulatory requirement that any "insured" or others test for, monitor, clean up, remove, con- tain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollut- ants"; or 2. Any claim or "suit" by or on behalf of a govern- mental authority for damages because of test- ing for, monitoring, cleaning up, removing, con- taining, treating, detoxifying or neutralizing, or in any way responding to or assessing the ef- fects of "pollutants". "Covered pollution cost or expense" does not in- clude any cost or expense arising out of the actual, alleged or threatened discharge, dispersal, seep- age, migration, release or escape of "pollutants": a. That are, or that are contained in any prop- erty that is: (1) Being transported or towed by, handled, or handled for movement into, onto or from the covered "auto"; (2) Otherwise in the course of transit by or on behalf of the "insured"; (3) Being stored, disposed of, treated or processed in or upon the covered "auto"; b. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are ac- cepted by the "insured" for movement into or onto the covered "auto"; or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph a. above does not apply to fuels, lu- bricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts, if: (1) The "pollutants" escape, seep, migrate, or are discharged, dispersed or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2) The "bodily injury", "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraph 6.b. or 6.c. of the definition of "mobile equip- ment". Paragraphs b. and c. above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered "auto" if: (1) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and (2) The discharge, dispersal, seepage, mi- gration, release or escape of the "pollut- ants" is caused directly by such upset, overturn or damage. E. "Diminution in value" means the actual or per- ceived loss in market value or resale value which results from a direct and accidental "loss". F. "Employee" includes a "leased worker". "Em- ployee" does not include a "temporary worker". G. "Insured" means any person or organization quali- fying as an insured in the Who Is An Insured provi- sion of the applicable coverage. Except with re- spect to the Limit of Insurance, the coverage af- forded applies separately to each insured who is seeking coverage or against whom a claim or "suit" is brought. H. "Insured contract" means: 1. A lease of premises; 2. A sidetrack agreement; 3. Any easement or license agreement, except in connection with construction or demolition op- erations on or within 50 feet of a railroad; CA 00 01 03 06 © ISO Properties, Inc., 2005 Page 11 of 12 !!!! 4. An obligation, as required by ordinance, to in- demnify a municipality, except in connection with work for a municipality; 5. That part of any other contract or agreement pertaining to your business (including an in- demnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another to pay for "bodily injury" or "property damage" to a third party or organization. Tort liability means a liability that would be imposed by law in the ab- sence of any contract or agreement; 6. That part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your "employ- ees", of any "auto". However, such contract or agreement shall not be considered an "insured contract" to the extent that it obligates you or any of your "employees" to pay for "property damage" to any "auto" rented or leased by you or any of your "employees". An "insured contract" does not include that part of any contract or agreement: a. That indemnifies a railroad for "bodily injury" or "property damage" arising out of con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road- beds, tunnel, underpass or crossing; or b. That pertains to the loan, lease or rental of an "auto" to you or any of your "employees", if the "auto" is loaned, leased or rented with a driver; or c. That holds a person or organization en- gaged in the business of transporting prop- erty by "auto" for hire harmless for your use of a covered "auto" over a route or territory that person or organization is authorized to serve by public authority. I. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". J. "Loss" means direct and accidental loss or dam- age. K. "Mobile equipment" means any of the following types of land vehicles, including any attached ma- chinery or equipment: 1. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; 2. Vehicles maintained for use solely on or next to premises you own or rent; 3. Vehicles that travel on crawler treads; 4. Vehicles, whether self-propelled or not, main- tained primarily to provide mobility to perma- nently mounted: a. Power cranes, shovels, loaders, diggers or drills; or b. Road construction or resurfacing equipment such as graders, scrapers or rollers. 5. Vehicles not described in Paragraph 1., 2., 3., or 4. above that are not self-propelled and are maintained primarily to provide mobility to per- manently attached equipment of the following types: a. Air compressors, pumps and generators, including spraying, welding, building clean- ing, geophysical exploration, lighting and well servicing equipment; or b. Cherry pickers and similar devices used to raise or lower workers. 6. Vehicles not described in Paragraph 1., 2., 3. or 4. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": a. Equipment designed primarily for: (1) Snow removal; (2) Road maintenance, but not construction or resurfacing; or (3) Street cleaning; b. Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and c. Air compressors, pumps and generators, including spraying, welding, building clean- ing, geophysical exploration, lighting or well servicing equipment. However, "mobile equipment" does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally ga- raged. Land vehicles subject to a compulsory or fi- nancial responsibility law or other motor vehicle in- surance law are considered "autos". L. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. M. "Property damage" means damage to or loss of use of tangible property. Page 12 of 12 © ISO Properties, Inc., 2005 CA 00 01 03 06 !!!! N. "Suit" means a civil proceeding in which: 1. Damages because of "bodily injury" or "prop- erty damage"; or 2. A "covered pollution cost or expense", to which this insurance applies, are alleged. "Suit" includes: a. An arbitration proceeding in which such damages or "covered pollution costs or ex- penses" are claimed and to which the "in- sured" must submit or does submit with our consent; or b. Any other alternative dispute resolution pro- ceeding in which such damages or "covered pollution costs or expenses" are claimed and to which the insured submits with our consent. O. "Temporary worker" means a person who is fur- nished to you to substitute for a permanent "em- ployee" on leave or to meet seasonal or short-term workload conditions. P. "Trailer" includes semitrailer. 461-0478 12 12 Includes copyrighted material of ISO Insurance Services Office, Inc., with its permission THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A.The following is added to SECTION II LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured: Additional Insured if Required by Contract If you agree in a written contract, written agreement or written permit that a person or organization be added as an additional insured under this Coverage Part, such person or organization ; but only to the extent that such person or organization qualifies as an insured under paragraph A.1.c.of this Section. If you agree in a written contract, written agreement or written permit that a person or organization b under this Coverage Part, the most we will pay on (1) The Limits of Insurance for liability coverage specified in the written contract, written agreement or written permit; or (2) The Limits of Insurance for Liability Coverage shown in the Declarations applicable to this Coverage Part. Such amount shall be part of and not in addition to the Limits of Insurance shown in the Declarations applicable to this Coverage Part. Regardless of the number of covered "autos", "insureds", premiums paid, claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined resulting from any one "accident" is the Limit of Insurance for Liability Coverage shown in the Declarations. B. The following is added to SECTION IV BUSINESS AUTO CONDITIONS, Paragraph B. General Conditions,subparagraph 5. Other Insurance: Primary and Non-Contributory If you agree in a written contract, written agreement or written permit that the insurance provided to a person or organization who qualifies as an additional insured under SECTION II LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured,subparagraph Additional Insured if Required by Contract is primary and non- contributory, the following applies: The liability coverage provided by this Coverage Part is primary to any other insurance available to the additional insured as a Named Insured. We will not seek contribution from any other insurance available to the additional insured except: (1) For the sole negligence of the additional insured ; or (2) For negligence arising out of the ownership, maintenance or use of by the additional insured or by you, unless owned by the additional insured or by you; or (3) When the additional insured is also an additional insured under another liability policy. C. This endorsement will apply only if occurs: 1.During the policy period; 2.Subsequent to the execution of the written contract or written agreement or the issuance of the written permit; and 3.Prior to the expiration of the period of time that the written contract, written agreement or written permit requires such insurance to be provided to the additional insured . D.Coverage provided will not be broader than coverage provided to any other insured under this Coverage Part. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Page 1 of 1 AWFA490049 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION to designated ENTITy(s) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART HANOVER COMMERCIAL FOLLOW FORM EXCESS AND UMBRELLA POLICY COMMERCIAL PROPERTY COVERAGE PART BUSINESS AUTO COVERAGE FORM BUSINESSOWNERS COVERAGE FORM SCHEDULE 401-1235 1214 Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 1 of 1 Name of Designated Entity Mailing Address or Email Address Number Days Notice 30 (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) If we cancel this policy for any reason other than nonpayment of premium,we will give written notice of such cancellation to the Designated Entity(s)shown in the Schedule.Such notice may be delivered or sent by any means of our choosing. The notice to the Designated Entity(s) will state the effective date of cancellation. Unless otherwise noted in the Schedule above,such notice will be provided to the Designated Entity(s)no more than the number of days in advance of the effective date of cancellation that we are required to provide to the Named Insured for such cancellation. Such notice of cancellation is solely for the purpose of informing the Designated Entity(s) of the effective date of cancellation and does not grant, alter, or extend any rights or obligations under this policy. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. 12/16/2024 Marsh Affinity a division of Marsh USA LLC. PO BOX 14404 Des Moines, IA 50306-9686 Marsh Affinity 800-743-8130 ADPTotalSource@marsh.com AIU Insurance Company 19399 A N 07/01/2024 07/01/2025 2,000,000 2,000,000 2,000,000 ADP TotalSource DE IV, Inc. 5800 Windward Parkway Alpharetta, GA 30005 L/C/F: Keyser Marston Associates, Inc. 1299 4TH ST, SUITE 408 San Rafael, CA 949010000 WC 088410266 CAX All worksite employees working for Keyser Marston Associates, Inc. paid under ADP TOTALSOURCE, INC.'s payroll, are covered under the above stated policy. See attached certificate holder notice of cancellation. Proprietor/Partner/Executive Officer/Member are not excluded as long as they are in the ADPTS payroll or have completed the SEI Participation Addendum. WAIVER OF SUBROGATION IN FAVOR OF CERTIFICATE HOLDER AS RESPECTS OF JOB PERFORMED BY Keyser Marston Associates, Inc. AS REQUIRED BY WRITTEN CONTRACT. City of Cupertino Community Development Dept. 10300 Torre Ave. Cupertino, CA 95014 X 07/01/2024 12:01 AM WC 088410266 CA ADP TotalSource DE IV, Inc. 5800 Windward Parkway Alpharetta, GA 30005 L/C/F: Keyser Marston Associates, Inc. 1299 4TH ST, SUITE 408 San Rafael, CA 949010000 AIU Insurance Company 12/16/2024 WC 088410266 CA Keyser Marston Associates, Inc. AIU Insurance Company 30 days after the Named Insured confirms the City of Cupertino Community Development Dept.10300 Torre Ave. Cupertino, CA 95014 Exh. D-1 - Insurance Requirements for Design Professionals & Consultant Contracts 1 Version: May 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) with coverage at least as broad as Insurance Services Office (ISO) Form CG 00 01, with limits no less than $2,000,000 per occurrence and $2,000,000 general aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall allow and be endorsed "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City. The City’s own insurance or self-insurance shall not be called upon. 2. Automobile Liability: Coverage shall be provided using ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 each accident for bodily injury and property damage. Not required. Consultant shall be fully remote and not use automobiles to provide the service. In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Consultant does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non- contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non-Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the 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). EXHIBIT D-1 Insurance Requirements Design Professionals & Consultants Contracts Exh. D-1 - Insurance Requirements for Design Professionals & Consultant Contracts 2 Version: May 2025 In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 each accident/ disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, if applicable and as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims-made basis form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance policies shall contain, be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered and endorsed as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or if not available, through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used). Primary and Non-Contributory Coverage Except Workers Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed 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. If a carrier will not provide the required notice of cancellation or policy modification, the Consultant shall provide written notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation 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 General Liability, Automobile Liability and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Exh. D-1 - Insurance Requirements for Design Professionals & Consultant Contracts 3 Version: May 2025 Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or 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 amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), including 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 indemnification, defense, and 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. peer review of the financing plan and pro forma for the Mary Avenue Villas project in Cupertino Final Audit Report 2025-09-30 Created:2025-09-30 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAyEDevXtD1qxU6Bi8eDW5guiXiwVCX5aV "peer review of the financing plan and pro forma for the Mary Av enue Villas project in Cupertino" History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-09-30 - 5:42:48 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-09-30 - 5:45:54 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-09-30 - 5:46:10 PM GMT- IP address: 3.238.244.117 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-09-30 - 6:37:29 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to Debbie Kern (dkern@keysermarston.com) for signature 2025-09-30 - 6:37:31 PM GMT Email viewed by Debbie Kern (dkern@keysermarston.com) 2025-09-30 - 6:45:02 PM GMT- IP address: 173.164.138.193 Document e-signed by Debbie Kern (dkern@keysermarston.com) Signature Date: 2025-09-30 - 6:47:32 PM GMT - Time Source: server- IP address: 173.164.138.193 Document emailed to Michael Woo (michaelw@cupertino.org) for signature 2025-09-30 - 6:47:34 PM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2025-09-30 - 6:47:42 PM GMT- IP address: 44.220.82.112 Document e-signed by Michael Woo (michaelw@cupertino.org) Signature Date: 2025-09-30 - 6:58:42 PM GMT - Time Source: server- IP address: 73.170.186.236 Document emailed to Benjamin Fu (benjaminf@cupertino.org) for signature 2025-09-30 - 6:58:45 PM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.org) 2025-09-30 - 6:58:53 PM GMT- IP address: 54.146.41.13 Document e-signed by Benjamin Fu (benjaminf@cupertino.org) Signature Date: 2025-09-30 - 7:11:15 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2025-09-30 - 7:11:18 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2025-09-30 - 7:11:25 PM GMT- IP address: 3.82.226.149 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2025-09-30 - 9:32:57 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2025-09-30 - 9:32:57 PM GMT