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21-038 Townsend Public Affairs, Inc., State Legislative Advocacy Services
TOWNSEND PUBLIC AFFAIRS INC Page 1 of 9 Professional/Consulting Contracts /Version: Nov. 2020 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Townsend Public Affairs Inc. (“Contractor”), a State and Federal legislative advocacy and grant writing firm for State Legislative Advocacy Services, and is effective on the last date signed below (“Effective Date”). 2. SERVICES Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with the City’s Shelter In Place and Social Distancing Requirements, attached here and incorporated as Exhibit A-A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on May 24, 2022 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by May 24, 2022. 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 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. 4. 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 $72,000.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements 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. TOWNSEND PUBLIC AFFAIRS INC Page 2 of 9 Professional/Consulting Contracts /Version: Nov. 2020 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 a 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. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, 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. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. TOWNSEND PUBLIC AFFAIRS INC Page 3 of 9 Professional/Consulting Contracts /Version: Nov. 2020 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. TOWNSEND PUBLIC AFFAIRS INC Page 4 of 9 Professional/Consulting Contracts /Version: Nov. 2020 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, 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; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. TOWNSEND PUBLIC AFFAIRS INC Page 5 of 9 Professional/Consulting Contracts /Version: Nov. 2020 11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this TOWNSEND PUBLIC AFFAIRS INC Page 6 of 9 Professional/Consulting Contracts /Version: Nov. 2020 Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Katy Nomura as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Casey Elliot as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, S tate 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 TOWNSEND PUBLIC AFFAIRS INC Page 7 of 9 Professional/Consulting Contracts /Version: Nov. 2020 must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. TOWNSEND PUBLIC AFFAIRS INC Page 8 of 9 Professional/Consulting Contracts /Version: Nov. 2020 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave., Cupertino, CA 95014 Attention: Katy Nomura Email: katyn@cupertino.org To Contractor: Townsend Public Affairs Inc 1401 Dove Street, Suite 330 Newport Beach, CA 92660 Attention: Casey Elliot Email: celliot@townsendpa.com 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b) is signed by the City Manager or an authorized designee, and (c) is approved for form by the City Attorney’s Office. 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. SIGNATURES CONTINUE ON THE FOLLOWING PAGE TOWNSEND PUBLIC AFFAIRS INC Page 9 of 9 Professional/Consulting Contracts /Version: Nov. 2020 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Christopher Townsend President May 20, 2021 Christopher Townsend Heather M. Minner May 21, 2021 City Manager Deb Feng May 22, 2021 EXHIBIT A EXHIBIT A SCOPE OF SERVICES Contractor shall maintain and abide by the following strategic and comprehensive approach to provide state government relations and lobbying services to the City of Cupertino: 1. Conduct Detailed Orientation: Contractor will utilize a comprehensive onboarding process that includes extensive meetings with various relevant members of City leadership and key City departments to help develop a strategic plan that is carefully tailored to satisfy the needs of the City, as well as designed for maximum success in the current political climate and funding environment. 2. Develop Legislative Strategy and Advocacy Plan: Utilizing the information gathered during the onboarding process, Contractor will coordinate with the City to develop an official legislative platform, strategy, and advocacy plan that represents the City’s priorities in Sacramento. This blueprint will be shared with key stakeholders in the State Legislature and Governor’s Administration. 3. Implement the Legislative Strategy and Advocacy Plan: Contractor will advocate for the City’s legislative agenda and implement the City’s advocacy plan utilizing the following methods: o Build and Strengthen Relevant Relationships: Contractor has cultivated a network of valuable relationships that will be leveraged to promote the City’s legislative agenda. o Leverage Relationships for Strategic Advocacy Plan: Contractor will engage various techniques to leverage our network of relationships with key stakeholders and decision makers on behalf of the City: Schedule meetings for the City to discuss relevant legislation Prepare all briefing materials and talking points for the City Brief legislative offices and stakeholders on the City’s legislative agenda Follow-up on meetings to ensure commitments and deliverables are being met Coordinate key stakeholder engagement for City’s advocacy priorities o Coordinate Advocacy Trips: Contractor will work with the City to coordinate advocacy trips to Sacramento to meet with the City’s legislative delegation, as well as legislators that serve on committees relevant to the City’s agenda. Furthermore, whenever possible, Contractor will also schedule site visits by legislators to the City. o Track Legislation: Contractor will identify, analyze, and monitor all bill introductions and amendments relevant to the City’s legislative platform and assess their potential impact on the City. o Craft Testimony and Position Letters: With consent of the City, Contractor will prepare and submit written and verbal testimony regarding legislation relevant to the City. Contractor will also draft and deliver, with consent of the City, position letters to legislators and key officials on specific bill language. o Draft Bill Language: Contractor will draft language and amendments for relevant legislation, as required to protect and promote the City’s agenda. 4. Provide Progress Reports and Analysis: Contractor will confer regularly with the City on advocacy activities. Contractor will provide timely electronic reports, and on an as needed basis, EXHIBIT A on the status of all legislative activity, such as bill language, amendments, and committee analyses. Contractor will also provide summaries and analyses of bills. These analyses will include the potential impacts on the City as well as a recommended course of action. In addition to written reports, Contractor will be available to the City for conference calls, in-person briefings, and meetings. 5. End of Year Summary: Present a report to the Council on outcomes achieved on an annual basis. Provide a written Legislative wrap-up report when session adjourns for the calendar year related to the City’s Legislative Platform. 6. Prepare and File Lobbying Disclosure Reports: Contractor will prepare and file, on behalf of the City, all applicable state lobbying disclosure reports. Revised: April 30, 2020 – Services Agreements 1 Exhibit A-A – SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS A. Health Laws Acknowledged. It is acknowledged that Consultant’s/Contractor’s (“Contractor”) duty to comply with Laws, as defined in Section 13 of the Contract/Agreement (“Contract”), includes immediate compliance by Contractor and its subcontractors with the restrictions on travel and the Social Distancing Requirements set forth in the most recent health order issued by the County of Santa Clara Health Department in response to the COVID-19 pandemic, and any subsequent amendments or superseding orders thereto (the “Health Order”), and any other local, state, or federal laws that have been or may be enacted in response to the COVID-19 pandemic (collectively, “Health Laws”). B. Health Order Compliance. Contractor shall comply with any restrictions on travel and social distancing requirements in the Health Order when preforming work under this Contract. If a scope of work item, notice to proceed, or work order under this Contract specifies work that cannot be performed in compliance with the Health Order or other Health Laws, Contractor shall refrain from conducting the work and immediately inform the City. C. Individuals at High Risk of Severe Illness. Nothing in this Contract shall be interpreted to require any person at high risk of severe illness from COVID-19 to leave their residence to perform work under the Contract. Contractor will inform the City if other arrangements for the work must be made, and City will do so, with no penalty to Contractor, although Contractor will not be compensated for work performed by the City or third parties. Information from the Center for Disease Control (“CDC”) on “high risk” categories is available at the CDC's website at: https://www.cdc.gov/coronavirus/2019-ncov/specific-groups/people-at-higher-risk.html. D. Health Order Requirements and Best Practices. Contractor will immediately undertake all appropriate measures to ensure compliance with the Social Distancing Requirements in the Health Order by all individuals performing work under this Contract, including Contractor's or any subcontractor's workers, employees, representatives, vendors, or suppliers (collectively, "workers"), and shall maintain these measures for as long as required by the Health Order or other Health Laws. As long as required by the operative Health Order or other Health Laws, these measures shall include, but are not limited to, the following: 1. Meetings/Site Access. Use electronic alternatives to in person meetings, e.g., conference calls, video-conferencing, etc., to the greatest extent possible. Limit access to any project site or any work area to workers who are necessary to perform in-person work. Require non-essential personnel to work from home to the extent possible. Avoid all non-essential travel. 2. Distancing. Where workers perform in-person work at a project site or a work area, prohibit workers from being less than six feet apart, unless and only to the extent that would compromise worker safety or violate safety Laws for specific operations. Prohibit handshaking or any physical contact among workers, with the sole and limited exception Revised: April 30, 2020 – Services Agreements 2 of any physical contact required for worker safety or to comply with safety Laws. Prohibit workers from sharing a vehicle. E. Changed Requirements. It is understood and acknowledged that circumstances pertaining to the COVID-19 pandemic are evolving rapidly and that new local, state, or federal requirements may modify the requirements under this Exhibit. Contractor agrees to work cooperatively with the City to implement new or changed requirements as quickly as possible. F. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require any agents, subcontractors, or subconsultants to comply with its provisions. 1229192.7 EXHIBIT B EXHIBIT B SCHEDULE OF PERFORMANCE DESCRIPTION OF SERVICES SCHEDULE OF PERFORMANCE State Legislative Advocacy Services Ongoing as of May 2021 • Build and Strengthen Relevant Relationships Ongoing as of May 2021 • Leverage Relationships for Strategic Advocacy Plan Ongoing as of May 2021 • Coordinate Advocacy Trips As Needed • Track Legislation Ongoing as of May 2021 • Craft Testimony and Position Letters As Needed • Draft Bill Language As Needed • Provide Progress Reports and Analysis Monthly as of May 2021 and as needed • End of Year Summary Yearly in November • Prepare and File Lobbying Disclosure Reports Quarterly as of May 2021 • Develop Legislative Strategy and Advocacy Plan January 2022 • Implement the Legislative Strategy and Advocacy Plan Ongoing as of January 2022 DESCRIPTION OF SERVICES FEE State Legislative Advocacy Services $72,000 Annually* x Conduct Detailed Orientation Included x Develop Legislative Strategy and Advocacy Plan Included x Implement the Legislative Strategy and Advocacy Plan Included x Build and Strengthen Relevant Relationships Included x Leverage Relationships for Strategic Advocacy Plan Included x Coordinate Advocacy Trips Included x Track Legislation Included x Craft Testimony and Position Letters Included x Draft Bill Language Included x Provide Progress Reports, Analysis, and End of Year Summary Included x Prepare and File Lobbying Disclosure Reports Included *The annual fee includes all key personnel hourly rates, as well as all reasonable business and travel expenses EXHIBIT C EXHIBIT C COMPENSATION Costs for State Legislative Advocacy Services as described in the Exhibit A are not to exceed $72,000. The City shall pay the annual fee of $72,000 in equal monthly increments. This amount should be sufficient to cover the costs of State Legislative Advocacy Services for the City based on retainer rates as described and incorporated below: Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Sept. 2019 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self - insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made 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. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Sept. 2019 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. 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 $ $ CA License #0691071 Bannister & Associates Insurance Agency Cert ID 4859 10300 Torre Ave. Continental Casualty Company 20443 Nationwide Mutual Insurance Co 23787 Oak River Insurnace Company 34630 AXIS Surplus Insurance Company 26620 05/13/2021 1401 Dove Street, Suite 330 08/31/2020 08/31/2021B 6074573560 B Professional Liability 305 17th Street kerry@bai-ins.com 05/01/2021 05/01/2022 Y ACP 3038752757 A A C D X X X X Kerry Wakely Huntington Beach CA 92648-4209 Cupertino CA 95014 Newport Beach CA 92660 (714) 536-6086 (949) 399-9050 (714) 536-4054 X X X X 1,000,000 300,000 1,000,000 1,000,000 1,000,000 5,000,000 5,000,000 10,000 2,000,000 08/31/2020 08/31/2021B 6074573557 07/01/2020 07/01/2021TOWC121809 Excluded 10,000 1,000,000 2,000,000 2,000,000 City of Cupertino The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are named as additional insureds with respects general liability policy limits. Primary and non-contributory wording applies with respects general liability policy limits. Excess liability is form following over underlying general liability policy limits. Townsend Public Affairs, Inc. Limit (each claim): 07/31/202107/31/2020P-001-000144554-02 Retention: $5,000 Limit (aggregate): 4,000,000(claims-made form) Page 1 of 1 SB146932F (Ed.6-16) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I.Blanket Additional Insured Provisions A.Additional Insured –Blanket Vendors B.Miscellaneous Additional Insureds C.Additional Provisions Pertinent to Additional Insured Coverage 1.Primary –Noncontributory provision 2.Definition of "written contract." II.Liability Extension Coverages A.Bodily Injury –Expanded Definition B.Broad Knowledge of Occurrence C.Estates,Legal Representatives and Spouses D.Legal Liability –Damage to Premises E.Personal and Advertising Injury –Discrimination or Humiliation F.Personal and Advertising Injury –Broadened Eviction G.Waiver of Subrogation -Blanket I.BLANKET ADDITIONAL INSURED PROVISIONS A.ADDITIONAL INSURED –BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor)with whom you agreed under a "written contract"to provide insurance,but 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, subject to the following additional exclusions: 1.The insurance afforded the vendor 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; SB146932F (6-16) Page 1 of 7 Copyright,CNA All Rights Reserved. Policy Number: B 6074573557 SB146932F (Ed.6-16) 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;or h."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 not apply to: (1)The exceptions contained in Subparagraphs d.or f.;or (2)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 provision 2.does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4.This provision 2.does not apply if "bodily injury"or "property damage"included within the "products- completed operations hazard"is excluded either by the provisions of the Policy or by endorsement. B.MISCELLANEOUS ADDITIONAL INSUREDS 1.Who Is An Insured is amended to include as an insured any person or organization (called additional insured)described in paragraphs 3.a.through 3.j.below whom you are required to add as an additional insured on this policy under a "written contract.": 2.However,subject always to the terms and conditions of this policy,including the limits of insurance,we will not provide the additional insured with: a.A higher limit of insurance than required by such "written contract"; b.Coverage broader than required by such "written contract"and in no event greater than that described by the applicable paragraph a.through k.below;or c.Coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard."But this paragraph c.does not apply to the extent coverage for such liability is provided by paragraph 3.j.below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3.Only the following persons or organizations can qualify as additional insureds under this endorsement: a.Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1)such person or organization's financial control of you;or (2)Premises such person or organization owns,maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. SB146932F (6-16) Page 2 of 7 Copyright,CNA All Rights Reserved. 00 0 2 0 0 0 5 7 6 0 7 4 5 7 3 5 5 7 9 1 6 2 SB146932F (Ed.6-16) b.Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury","property damage"or "personal and advertising injury"as co-owner of such premises. c.Grantor of Franchise Any person or organization that has granted a franchise to you,but only with respect to such person or organization's liability for "bodily injury","property damage",or "personal and advertising injury"as grantor of a franchise to you. d.Lessor of Equipment Any person or organization from whom you lease equipment,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused in whole or in part by your maintenance,operation or use of such equipment,provided that the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e.Lessor of Land Any person or organization from whom you lease land,but only with respect to liability for "bodily injury", "property damage"or "personal and advertising injury"arising out of the ownership,maintenance or use of that specific part of the land leased to you,provided that the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertising injury",takes place prior to the termination of such lease.The insurance hereby afforded to the additional insured does not apply to structural alterations,new construction or demolition operations performed by,on behalf of or for such additional insured. f.Lessor of Premises An owner or lessor of premises leased to you,or such owner or lessor's real estate manager,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"arising out of the ownership,maintenance or use of such part of the premises leased to you,and provided that the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertising injury",takes place prior to the termination of such lease.The insurance hereby afforded to the additional insured does not apply to structural alterations,new construction or demolition operations performed by,on behalf of or for such additional insured. g.Mortgagee,Assignee or Receiver A mortgagee,assignee or receiver of premises but only with respect to such mortgagee,assignee,or receiver's liability for "bodily injury","property damage"or "personal and advertising injury"arising out of the ownership,maintenance,or use of a premises by you. This insurance does not apply to structural alterations,new construction or demolition operations performed by,on behalf of or for such additional insured. h.State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization,but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury","property damage"or "personal and advertising injury"arising out of: (1)The following hazards in connection with premises you own,rent,or control and to which this insurance applies: (a)The existence,maintenance,repair,construction,erection,or removal of advertising signs, awnings,canopies,cellar entrances,coal holes,driveways,manholes,marquees,hoistaway openings,sidewalk vaults,street banners,or decorations and similar exposures;or (b)The construction,erection,or removal of elevators;or (c)The ownership,maintenance or use of any elevators covered by this insurance;or SB146932F (6-16) Page 3 of 7 Copyright,CNA All Rights Reserved. SB146932F (Ed.6-16) (2)The permitted or authorized operations performed by you or on your behalf.But the coverage granted by this paragraph does not apply to: (a)"Bodily injury","property damage"or "personal and advertising injury"arising out of operations performed for the state or government agency or subdivision or political subdivision;or (b)"Bodily injury"or "property damage"included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract",we will treat as a "written contract"any governmental permit that requires you to add the governmental entity as an additional insured. i.Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor,presenter or displayer,any person or organization .whom you are required to include as an additional insured,but only with respect to such person or organization's liability for "bodily injury","property damage",or "personal and advertising injury"cause by: a.Your acts or omissions;or b.Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j.Other Person or Organization Any person or organization who is not an additional insured under paragraphs a.through i.above.Such additional insured is an insured solely for "bodily injury","property damage"or "personal and advertising injury"for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1)For "bodily injury,""property damage,"or "personal and advertising injury"arising out of the rendering or failure to render any professional services; (2)For "bodily injury"or "property damage"included in the "products-completed operations hazard."But this provision (2)does not apply to such "bodily injury"or "property damage"if: (a)It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract";and (b)The "written contract"requires you to make the person or organization an additional insured for such "bodily injury"or "property damage";or (3)Who is afforded additional insured coverage under another endorsement attached to this policy. C.ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE With respect only to additional insured coverage provided under paragraphs A.and B.above: 1.The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary,excess, contingent or on any other basis.However,if a "written contract"requires that this insurance be either primary or primary and noncontributing,then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. 2.Under Liability and Medical Expense Definitions,the following definition is added: "Written contract"means a written contract or agreement that requires you to make a person or organization an additional insured on this policy,provided the contract or agreement: a.Is currently in effect or becomes effective during the term of this policy;and b.Was executed prior to: SB146932F (6-16) Page 4 of 7 Copyright,CNA All Rights Reserved. 00 0 2 0 0 0 5 7 6 0 7 4 5 7 3 5 5 7 9 1 6 3 SB146932F (Ed.6-16) (1)The "bodily injury"or "property damage";or (2)The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. II.LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form.If any other endorsement attached to this policy amends any provision also amended by this endorsement,then that other endorsement controls with respect to such provision,and the changes made by this endorsement to such provision do not apply. A.Bodily Injury –Expanded Definition Under Liability and Medical Expenses Definitions,the definition of "Bodily injury"is deleted and replaced by the following: "Bodily injury"means physical injury,sickness or disease sustained by a person,including death,humiliation, shock,mental anguish or mental injury by that person at any time which results as a consequence of the physical injury,sickness or disease. B.Broad Knowledge of Occurrence Under Businessowners Liability Conditions,the Condition entitled Duties In The Event of Occurrence,Offense, Claim or Suit is amended to add the following: Paragraphs a.and b.above apply to you or to any additional insured only when such "occurrence,"offense,claim or "suit"is known to: (1)You or any additional insured that is an individual; (2)Any partner,if you or an additional insured is a partnership; (3)Any manager,if you or an additional insured is a limited liability company; (4)Any "executive officer"or insurance manager,if you or an additional insured is a corporation; (5)Any trustee,if you or an additional insured is a trust;or (6)Any elected or appointed official,if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C.Estates,Legal Representatives and Spouses The estates,heirs,legal representatives and spouses of any natural person insured shall also be insured under this policy;provided,however,coverage is afforded to such estates,heirs,legal representatives and spouses only for claims arising solely out of their capacity as such and,in the case of a spouse,where such claim seeks damages from marital common property,jointly held property,or property transferred from such natural person insured to such spouse.No coverage is provided for any act,error or omission of an estate,heir,legal representative or spouse outside the scope of such person's capacity as such,provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses'acts,errors or omissions in the conduct of the Named Insured's business. D.Legal Liability –Damage To Premises 1.Under B.Exclusions,1.Applicable to Business Liability Coverage,Exclusion k.Damage To Property,is replaced by the following: k.Damage To Property "Property damage"to: 1.Property you own,rent or occupy,including any costs or expenses incurred by you,or any other person,organization or entity,for repair,replacement,enhancement,restoration or maintenance of SB146932F (6-16) Page 5 of 7 Copyright,CNA All Rights Reserved. SB146932F (Ed.6-16) such property for any reason,including prevention of injury to a person or damage to another's property; 2.Premises you sell,give away or abandon,if the "property damage"arises out of any part of those premises; 3.Property loaned to you; 4.Personal property in the care,custody or control of the insured; 5.That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations,if the "property damage"arises out of those operations;or 6.That particular part of any property that must be restored,repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work"and were never occupied, rented or held for rental by you. Paragraphs 1,3,and 4,of this exclusion do not apply to "property damage"(other than damage by fire or explosion)to premises: (1)rented to you: (2)temporarily occupied by you with the permission of the owner,or (3)to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D – Liability and Medical Expenses Limits of Insurance. Paragraphs 3,4,5,and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage"included in the "products-completed operations hazard." 2.Under B.Exclusions,1.Applicable to Business Liability Coverage,the following paragraph is added,and replaces the similar paragraph,if any,beneath paragraph (14)of the exclusion entitled Personal and Advertising injury: Exclusions c,d,e,f,g,h,i,k,l,m,n,and o,do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days.A separate limit of insurance applies to this coverage as described in Section D.Liability And Medical Expenses Limits Of Insurance. 3.The first Paragraph under item 5.Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage"to any one premises,while rented to you or temporarily occupied by you with the permission of the owner,including contents of such premises rented to you for a period of 7 or fewer consecutive days,is the Damage to Premises Rented to You limit shown in the Declaration. E.Personal and Advertising Injury –Discrimination or Humiliation 1.Under Liability and Medical Expenses Definitions,the definition of "personal and advertising injury"is amended to add the following: h.Discrimination or humiliation that results in injury to the feelings or reputation of a natural person,but only if such discrimination or humiliation is: (1)Not done intentionally by or at the direction of: (a)The insured;or SB146932F (6-16) Page 6 of 7 Copyright,CNA All Rights Reserved. 00 0 2 0 0 0 5 7 6 0 7 4 5 7 3 5 5 7 9 1 6 4 SB146932F (Ed.6-16) (b)Any "executive officer,"director,stockholder,partner,member or manager (if you are a limited liability company)of the insured;and (2)Not directly or indirectly related to the employment,prospective employment,past employment or termination of employment of any person or person by any insured. 2.Under B.Exclusions,1.Applicable to Business Liability Coverage,the exclusion entitled Personal and Advertising injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room,Dwelling or Premises Caused by discrimination directly or indirectly related to the sale,rental,lease or sub-lease or prospective sale,rental,lease or sub-lease of any room,dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment,prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3.This provision (Personal and Advertising Injury –Discrimination or Humiliation)does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. F.Personal and Advertising Injury -Broadened Eviction Under Liability and Medical Expenses Definitions,the definition of "Personal and advertising injury"is amended to delete Paragraph c.and replace it with the following: c.The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner,landlord or lessor. G.Waiver of Subrogation –Blanket We waive any right of recovery we may have against: a.Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932F (6-16) Page 7 of 7 Copyright,CNA All Rights Reserved. Endorsement Effective: Policy No.: Insured: WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 10 C (Ed. 01-19) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver Person/Organization City of Cupertino Waiver Premium (prior to adjustments) This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement No.: Premium $ Insurance Company: WC 99 04 10 C Countersigned by ______________________________________ (Ed. 01-19) Job Description All CA Operations Oak River Insurance Company TOWC121809 280.00 07/01/2020 Lobbying Firm Activity Authorization (Government Code Section 86104) FORM 602CALIFORNIA For Official Use Only FAIR POLITICAL PRACTICES COMM. Page _____ of ______ Legislative Session (Insert Years) NAME OF FILER: BUSINESS ADDRESS: (Number and Street) (City) (State) (Zip Code) MAILING ADDRESS: (If different than above.) TELEPHONE NUMBER: ( ) FAX NUMBER: (Optional) E-MAIL: (Optional) ( ) EFFECTIVE DATE: Check one box, if applicable Lobbyist Employer (Gov. Code Section 82039.5) Lobbying Coalition (FPPC Regulation 18616.4) I hereby authorize _______________________________________________________________ _______________________________________________________________________________ (Name of Lobbying Firm) (Business Address) to engage in the activities of a lobbying firm (as defined in California Government Code Section 82038.5 and 2 Cal. Code of Regs. Section 18238.5) on behalf of the above named employer. If you are authorizing another lobbying firm to lobby on behalf of your firm's client(s), provide the name(s) of the client(s) below. (It is not necessary to complete the Nature and Interests section.) NAME OF SUBCONTRACTED CLIENT: NAME OF SUBCONTRACTED CLIENT: NAME OF SUBCONTRACTED CLIENT: NAME OF SUBCONTRACTED CLIENT: FPPC Form 602 (7/98) For Technical Assistance: 916/322-5660 VERIFICATION I have used all reasonable diligence in preparing this Statement. I have reviewed this Statement and to the best of my knowledge the information contained herein is true and complete. I certify under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on _____________________________________By ________________________________________________ DATE SIGNATURE OF RESPONSIBLE OFFICER Name of Responsible Officer _________________________________________ TYPE OR PRINT Title ___________________________________ X 2021-2022 1 2 CUPERTINO, CITY OF (ID# 1334280) 10300 TORRE AVENUE CUPERTINO, CA 95014 01/01/2021 408 777-3200 TOWNSEND PUBLIC AFFAIRS, INC. 1401 DOVE STREET, SUITE 330 NEWPORT BEACH, CA 92660 11/24/2020 DEBORAH FENG CITY MANAGER Lobbying Firm Activity Authorization FORM 602CALIFORNIA FAIR POLITICAL PRACTICES COMM. Page _____ of _______ NAME OF FILER: SEE INSTRUCTIONS ON REVERSE Nature and Interests of Lobbyist Employer Check one box only: INDIVIDUAL (Complete only Parts A and E) BUSINESS ENTITY (Complete only Parts B and E) INDUSTRY, TRADE OR PROFESSIONAL ASSN. (Complete only Parts C and E) OTHER (e.g., lobbying coalition) (Complete only Parts D and E) A. Individual 1. Name and address of employer (or principal place of business if self-employed): 2. Description of business activity in which you or your employer are engaged: B. Business Entity Description of business activity in which engaged: C. Industry, Trade or Professional Association 1. Description of industry, trade or profession represented: 2. Specific description of any portion or faction of the industry, trade, or profession which the association exlusively or primarily represents: 3. Number of members in association (check appropriate box) 50 OR LESS (provide names of all members on an attachment.)MORE THAN 50 D. Other 1. Statement of nature and purposes: 2. Description of any trade, profession, or other group with a common economic interest which is principally represented or from which membership or financial support is principally derived: E. Industry Group Classification Check one box which most accurately describes the industry group which you represent. See instructions on reverse. AGRICULTURE EDUCATION GOVERNMENT HEALTH LABOR UNIONS LEGAL PUBLIC EMPLOYEES POLITICAL ORGANIZATIONS UTILITIES OTHER: _______________ BUSINESS (Check one of the following sub-categories.) ENTERTAINMENT/RECREATION FINANCE/INSURANCE LODGING/RESTAURANTS MANUFACTURING/INDUSTRIAL MERCHANDISE/RETAIL OIL AND GAS PROFESSIONAL/TRADE REAL ESTATE TRANSPORTATION OTHER: _______________ FPPC Form 602 (7/98) For Technical Assistance: 916/322-5660 CUPERTINO, CITY OF 2 2 X MUNICIPAL GOVERNMENT MUNICIPAL GOVERNMENT X CITY OF CUPERTINO Finance Department • 10300 Torre Avenue • Cupertino, CA 95014 • (408) 777 – 3221 BUSINESS LICENSE CERTIFICATE COMMERCIAL BUSINESS CUT ALONG DOTTED LINE LICENSEE NAME: TOWNSEND PUBLIC AFFAIRS, INC BUSINESS NAME: TOWNSEND PUBLIC AFFAIRS INC BUSINESS ADDRESS: 1401 DOVE ST., SUITE 330 NEWPORT BEACH, CA 92660 BUSINESS PHONE: (949) 399-9050 BUSINESS EMAIL: ACONKLIN@TOWNSENDPA.COM PLEASE DETACH THE BELOW LICENSE CERTIFICATE AND PLACE IN A CONSPICUOUS PLACE ON BUSINESS PREMISES This license has been paid and issued in accordance with the Cupertino Municipal Code, for the specified business location. For questions or further assistance, please see our website at www.cupertino.org or call the City Cupertino Business License Clerk at (408) 777-3221. LEGAL STATUS: CORPORATION FEDERAL TAX ID: 911929265 STATE TAX ID: LICENSE NUMBER: 301333 EFFECTIVE DATES: 5/1/2021 to 4/30/2022 TOTAL PAID: $157.34 SIC NUMBER: 7389 TOWNSEND PUBLIC AFFAIRS, INC 1401 DOVE ST., SUITE 330 NEWPORT BEACH, CA 92660 CITY OF CUPERTINO BUSINESS LICENSE CERTIFICATE COMMERCIAL BUSINESS LICENSE BUSINESS LICENSE #301333 TOWNSEND PUBLIC AFFAIRS INC 1401 DOVE ST., SUITE 330 NEWPORT BEACH, CA 92660 NOT TRANSFERABLE SIC NUMBER: 7389 EFFECTIVE DATE: 5/1/2021 EXPIRATION DATE: 4/30/2022 THIS LICENSE IS ISSUED IN ACCORDANCE WITH CHAPTER 5.04 OF THE CUPERTINO MUNICIPAL CODE AND DOES NOT SANTION ANY BUSINESS ACTIVITY OR USE OF PERMISES WHICH ARE IN VIOLATION OF FEDERAL, STATE, OR LOCAL LAWS. THIS LICENSE IS ISSUED WITHOUT VERIFICATION THAT THE LICENSEE IS SUBJECT TO OR EXEMPT FROM LICENSING BY THE STATE OF CALIFORNINA. __________________________________________ DIRECTOR OF ADMINISTRATIVE SERVICES BUSINESS LICENSE MUST BE DISPLAYED IN A CONSPICUOUS PLACE ON THE PREMISES OR VEHICLE Consultant Services Agreement with Townsend for Legislative Advocacy Services Final Audit Report 2021-05-22 Created:2021-05-19 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAISCEC6xW-6jJPUaqUSE6I5dWiLpg2Wf3 "Consultant Services Agreement with Townsend for Legislative Advocacy Services" History Document created by City of Cupertino (webmaster@cupertino.org) 2021-05-19 - 4:46:38 PM GMT- IP address: 35.229.54.2 Document emailed to Astrid Robles (astridr@cupertino.org) for approval 2021-05-19 - 4:50:29 PM GMT Document approved by Astrid Robles (astridr@cupertino.org) Approval Date: 2021-05-19 - 4:54:37 PM GMT - Time Source: server- IP address: 71.198.199.110 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2021-05-19 - 4:54:40 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2021-05-19 - 4:56:44 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Amanda Conklin (aconklin@townsendpa.com) for approval 2021-05-19 - 4:56:46 PM GMT Email viewed by Amanda Conklin (aconklin@townsendpa.com) 2021-05-20 - 11:10:17 PM GMT- IP address: 172.249.123.190 Document approved by Amanda Conklin (aconklin@townsendpa.com) Approval Date: 2021-05-20 - 11:14:12 PM GMT - Time Source: server- IP address: 172.249.123.190 Document emailed to Christopher Townsend (ctownsend@townsendpa.com) for signature 2021-05-20 - 11:14:15 PM GMT Email viewed by Christopher Townsend (ctownsend@townsendpa.com) 2021-05-20 - 11:15:25 PM GMT- IP address: 172.249.123.190 Document e-signed by Christopher Townsend (ctownsend@townsendpa.com) Signature Date: 2021-05-20 - 11:15:47 PM GMT - Time Source: server- IP address: 172.249.123.190 Document emailed to Heather M. 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Minner (minner@smwlaw.com) Signature Date: 2021-05-21 - 10:36:59 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Deb Feng (debf@cupertino.org) for signature 2021-05-21 - 10:37:01 PM GMT Email viewed by Deb Feng (debf@cupertino.org) 2021-05-22 - 3:06:24 AM GMT- IP address: 104.47.44.254 Document e-signed by Deb Feng (debf@cupertino.org) Signature Date: 2021-05-22 - 3:06:40 AM GMT - Time Source: server- IP address: 73.170.107.104 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2021-05-22 - 3:06:42 AM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2021-05-22 - 5:58:27 PM GMT- IP address: 104.47.46.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2021-05-22 - 5:58:35 PM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2021-05-22 - 5:58:35 PM GMT