R E C I T A L S. B. GRANTEE has the necessary expertise and skill to administer the funding and management of the implementation of the ARTWORKS.

AGREEMENT BETWEEN THE CITY OF SAN JOSE AND WILLOW GLEN BUSINESS AND PROFESSIONAL ASSOCIATION FOR ARTWORK PROJECTS ON LINCOLN AVENUE THIS AGREEMENT is made and entered into this day of, 2015, by and between the CITY OF SAN JOSE, a municipal corporation ( CITY ) and WILLOW GLEN BUSINESS AND PROFESSIONAL ASSOCIATION, a California nonprofit corporation ( GRANTEE ). R E C I T A L S A. CITY, through the District 6 Council Office, is providing funding for public art projects by artists (ARTWORKS) along the Lincoln Avenue business district in the Willow Glen neighborhood of San José in order to improve the quality of life in that CITY neighborhood. B. GRANTEE has the necessary expertise and skill to administer the funding and management of the implementation of the ARTWORKS. C. CITY and GRANTEE desire to enter into an Agreement to set forth the responsibilities of the GRANTEE and CITY to administer the ARTWORKS. D. GRANTEE is subject to the terms and conditions of this Agreement. E. CITY s Deputy City Manager (hereinafter CITY s Deputy) or designee shall be the CITY official responsible for the overall supervision of the process and performance of the administration of this Agreement by CITY. In view of the above, the parties agree as follows: SECTION 1. AUTHORITY AND STATUS OF GRANTEE. GRANTEE represents and warrants that the information contained in this Agreement is true and accurate to the best of its knowledge; that it is a duly organized, validly existing nonprofit corporation in good standing under the laws of the State of California; and that its signatory to this Agreement is the representative of the nonprofit corporation and is authorized by resolution, bylaws, or constitution of the nonprofit corporation, currently in full force and effect, to execute this Agreement on GRANTEE's behalf. SECTION 2. TERM OF AGREEMENT. The term of this Agreement shall commence upon execution of this agreement and shall expire on December 31, 2015, unless sooner terminated or extended in accordance with this Agreement. CITY has the option, at its discretion, to extend the term of this agreement by written notice without a formal amendment to this Agreement. Project Schedule is in contained in EXHIBIT B. T-14865/489473 1

SECTION 3. ESTABLISHMENT OF DONOR-ADVISED FUNDS. A. GRANTEE will create a Donor-Advised Fund ( District 6 Mural Fund ) that will cover an amount for the ARTWORKS not to exceed Fifty-Four Thousand Dollars ($54,000.00). B. As part of the total grant award, CITY agrees to pay GRANTEE an amount not to exceed Five thousand dollars ($5,000.00) of the actual District 6 Mural Fund funding received by GRANTEE as a fee for providing administrative services on this project, according to the schedule set forth in EXHIBIT A entitled PAYMENT SCHEDULE. Total payments to the GRANTEE cannot exceed the amount specified in Section 3 (A) above. The amount paid by CITY to GRANTEE for deposit into the District 6 Mural Fund will be sufficient to cover the amount to be paid by GRANTEE to artists and other vendors for services related to the ARTWORKS and the GRANTEE's administrative fee as specified above. SECTION 4. CITY S RESPONSIBILITIES CITY agrees to provide the services as set forth in the attached EXHIBIT C entitled CITY S RESPONSIBLITIES. SECTION 5. GRANTEE'S RESPONSIBILITIES GRANTEE agrees to provide the services as set forth in the attached EXHIBIT D entitled GRANTEE RESPONSIBLITIES. SECTION 6. EXPENDITURE OF CITY S FUNDS. A. GRANTEE will use CITY s funds to pay contract fees to artists selected to create projects directly related to ARTWORKS, and to hire contractors to prepare the selected walls for murals, apply anti-graffiti coating to completed murals, and for purchase or rental of any miscellaneous equipment required for the completion of the ARTWORKS. If any of the CITY funds remain unexpended at the time of termination of this Agreement, CITY may, at its sole option, extend the term of this Agreement, or, alternatively, require GRANTEE to repay any amounts remaining unexpended. Any expenditure of CITY s funds by GRANTEE that is not in compliance with this Section constitutes a disallowed cost ( Disallowed Cost ) for purposes of Section 10 below. B. CITY acknowledges that GRANTEE may only disburse funds for services that are consistent with the provisions set forth in GRANTEE's articles of incorporation. SECTION 7. ARTIST SELECTION AND PROCEDURES. A. CITY and GRANTEE shall collaborate on an artist selection process that shall be consistent with CITY S established practice for review and selection of artists. Review and selection of artists for ARTWORKS shall be done by an Artist Selection Committee, the composition of which shall be agreed upon by both parties. Only artists recommended by the Artist Selection Committee shall be eligible to participate in the creation of ARTWORKS under this agreement. T-14865/489473 2

B. Each artist recommended to be commissioned to create an ARTWORKS project shall enter into a separate Agreement with GRANTEE for their project. SECTION 9. RELATIONSHIP OF PARTIES. Under no circumstances shall this Agreement be construed as one of agency, partnership, joint venture, or employment between GRANTEE and CITY. Each party acknowledges and agrees that it neither has, nor will give the appearance or impression of having, any legal authority to bind or commit the other party in any way. SECTION 10. FINANCIAL REPORTS/CITY S RIGHT TO AUDIT. A. GRANTEE shall establish and maintain, in accordance with generally accepted accounting principles, a complete record of all financial transactions related to this Agreement. B. GRANTEE agrees that the CITY s Auditor, the CITY s Attorney or the CITY s Deputy or any of their duly authorized representatives, upon reasonable advance notice to GRANTEE, shall have access and the right to audit, examine and make excerpts or transcripts of or from records, and to make audits of all contracts, subcontracts, invoices, payrolls, conditions of employment, materials and all other data or financial records relating to matters covered by this Agreement. GRANTEE agrees that CITY s authorized representatives, may at any time, upon reasonable advance notice to GRANTEE, during normal business hours, shall have access to and the right to examine the offices and facilities engaged in performance of this Agreement. C. GRANTEE further agrees that such right of CITY to examine or audit shall continue for three (3) years after the expiration or termination of this Agreement, or for such longer period, if any, as is required by applicable law. GRANTEE shall preserve and make available its records (a) until the expiration of three years from the date of expiration or sooner termination of this Agreement, or (b) for such longer period, if any, as is required by applicable law. SECTION 11. INSURANCE REQUIREMENTS. GRANTEE agrees to have and maintain the policies set forth in the attached EXHIBIT D, entitled INSURANCE. All policies, endorsements, certificates and/or binders shall be subject to approval by the Risk Manager of the CITY of San José as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the Risk Manager. GRANTEE agrees to provide CITY with a copy of said policies, certificates and/or endorsements before GRANTEE commences to perform work under this Agreement. SECTION 12. INDEMNIFICATION AND HOLD HARMLESS. GRANTEE agrees to protect, defend, indemnify and hold harmless CITY, its officers, employees and agents from any and all liability, loss, damage, suits, actions, or claims arising or resulting from the performance of this Agreement by GRANTEE, its officers, volunteers, employees, or agents. This section will survive expiration or sooner termination of this Agreement. T-14865/489473 3

SECTION 13. ASSIGNABILITY This Agreement shall not be delegated or assigned by GRANTEE nor shall any of the Scope of Services be subcontracted to third parties. Any attempted assignment of such rights or delegation of duties, either voluntary, or by operation of law, made without CITY s advance written consent shall be voidable at CITY s option. SECTION 14. AMENDMENTS Unless otherwise authorized by this Agreement, amendments to the terms and conditions of this Agreement shall be requested in writing by the party desiring such revision, and any such adjustment to this Agreement shall be effective only upon the mutual agreement in writing of the parties. SECTION 15. INTEGRATED DOCUMENT This Agreement including its attachments embodies the entire agreement between the CITY and GRANTEE and its terms and conditions. No oral agreements or conversations with any officer, agent or employee of CITY shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Any such oral agreement shall be considered as unofficial information and in no way binding upon CITY. SECTION 16. SEVERABILITY OF PROVISIONS If any part of this Agreement is for any reason found to be unenforceable by a court of competent jurisdiction, all other parts nevertheless remain enforceable. CITY and GRANTEE agree that to the extent that the exclusion of any unenforceable provisions from this Agreement affect the purpose of this Agreement, then the parties shall negotiate an adjustment to this Agreement in order to give full effect to the purpose of this Agreement or either party may terminate this Agreement. In the event of termination, the provisions of Section 20 as related to repayment of the Grants shall apply. SECTION 17. GOVERNING LAW/VENUE CITY and GRANTEE agree that the law governing this Agreement shall be that of the State of California. In the event that suit shall be brought by either party to this Agreement, the parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara, or if federal jurisdiction is appropriate, exclusively in the United States District Court, Northern District of California, San José, California. SECTION 18. WAIVER In no event shall any payment by CITY or acceptance of payment by GRANTEE constitute or be construed to be a waiver by CITY or GRANTEE of any breach of this Agreement or any default which may then exist on the part of CITY or GRANTEE, and the making of such payment or the acceptance of any such payment while any such breach or default exists shall in no way impair or prejudice any right or remedy available to CITY or GRANTEE with respect to such breach or default T-14865/489473 4

SECTION 19. ACKNOWLEDGEMENT OF CITY GRANTEE shall acknowledge the support of CITY in all written documents and information materials concerning the ARTWORKS, including, but not limited to, flyers, newsletters, brochures, banners, apparel, and promotional items. CITY shall provide GRANTEE with the final format of GRANTEE's acknowledgement of CITY's contribution prior to distribution or publication. SECTION 20. SUSPENSION OR TERMINATION OF PAYMENT. CITY, through CITY s Deputy, may at any time during the term of this Agreement, suspend or terminate payment to GRANTEE, in whole or in part, in the event of any of the following occurrences: A. If GRANTEE has made or makes any material misrepresentation of any nature with respect to any information or statements furnished to CITY in connection with this Agreement. B. If there is pending litigation with respect to the performance by GRANTEE of any of its obligations under this Agreement which may materially jeopardize or adversely affect the undertaking of, or carrying out of, the Grants. C. If GRANTEE fails to comply with any of the material terms of this Agreement. D. If GRANTEE applies for, or consents to, or acquiesces in the appointment of a receiver, trustee, liquidator, or custodian for all or part of its property; or if GRANTEE files a voluntary petition in bankruptcy or petition or an answer seeking liquidation or reorganization under the Bankruptcy Code or any other law related to bankruptcy or insolvency or relief of debtors. SECTION 21. NOTICES. Any communication or notice which either party is required to send to the other or which either party desires to send to the other, shall be in writing and shall be either personally delivered or mailed in the United States mail, postage prepaid, to the respective parties addressed as follows: CITY: GRANTEE: City of San José Office of the City Manager 200 E. Santa Clara Street San José, CA 95113-1905 Willow Glen Business And Professional Association 1261 Lincoln Avenue, Suite 217 San Jose, CA 95125 Attention: Valerie Merklin, Executive Director Either party may change its address by sending notice of the new address to the other party pursuant to this Section. T-14865/489473 5

SECTION 22. COMPLIANCE WITH ALL LAWS. GRANTEE shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments. SECTION 23. DEFAULT AND TERMINATION. A. Each party s obligations under this Agreement shall be deemed material. If either party fails to perform any of its obligations under this Agreement, the non-defaulting party may terminate this Agreement upon seven (7) days advance written notice ( Notice Period ) to the other party, specifying the party s breach and providing the party with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event the party fails to cure or to commence to cure the specified breach within the Notice Period, this Agreement shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this Agreement for which the applicable party may exercise its right of termination: 1. A party s breach of any of the representations or warranties contained in this Agreement; or 2. The occurrence of any of the events set forth in Section 20 for suspension or termination of CITY s payment of CITY Funds. B. In the event of termination under this Section, or Section 20, GRANTEE shall have the following obligations: No later than twenty (20) days following CITY's termination notice, GRANTEE shall refund to CITY any unused portion of CITY Funds, except that GRANTEE shall have no obligation to refund to CITY any portion of the CITY Funds that was distributed in accordance with the terms of the Agreement. GRANTEE shall also provide CITY with a report detailing the expenditures, if any, from the CITY Funds, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the CITY Funds designated for GRANTEE's administrative expenses which was not expended as of the date of termination. C. Nothing in this Agreement shall be construed so as to deprive a party of its rights and remedies at law or in equity against the other. D. CITY's Deputy is authorized to terminate this Agreement on CITY s behalf. SECTION 24. ELECTIVE TERMINATION. Either party to this Agreement has the right to terminate this Agreement, without cause, by giving at least thirty (30) days advance written notice to the other. SECTION 25. MISCELLANEOUS PROVISIONS. A. The parties agree that this Agreement shall be governed and construed in accordance with the laws of the State of California. B. The headings of the sections and subsections of this Agreement are inserted T-14865/489473 6

for convenience only. They do not constitute a part of this Agreement and shall not be used in its construction. C. The waiver by any party to this Agreement of a breach of any provision of this Agreement shall not be deemed a continuing waiver or a waiver of any subsequent breach of that or any other provision of this Agreement. D. Any and all exhibits which are referred to in this Agreement are incorporated herein by reference and are deemed a part of this Agreement. This Agreement constitutes the entire understanding of the parties and supersedes any prior understandings whether written or oral. This Agreement may only be amended by formal written agreement executed by both parties. E. If a court of competent jurisdiction adjudges any provision of this Agreement as void or unenforceable, the remaining provisions shall not be affected hereby and shall remain in full force and effect. F. Where this Agreement refers to CITY and no officer of the CITY is named, City s Deputy shall have the authority to act on CITY s behalf. G. Retroactive Service. It is understood and agreed that GRANTEE has provided services prior to the execution of this Agreement in anticipation of its execution. If CITY accepts and approves the services provided by GRANTEE prior to the date of this Agreement, CITY agrees to compensate GRANTEE for those services in accordance with the terms of this Agreement. H. GRANTEE shall not discriminate on the grounds of race, color, creed, religion, sex, sexual orientation, actual or perceived gender identity, marital status, family status (minor children or no minor children), national origin, ancestry, age, disability, political affiliation or belief in connection with any program or activity funded under this Agreement I. The following exhibits are attached to this Agreement and are deemed a part of this Agreement: //// Exhibit A PAYMENTS SCHEDULE Exhibit B PROJECT SCHEDULE Exhibit C CITY RESPONSIBILITIES Exhibit D GRANTEE RESPONSIBILITIES Exhibit E INSURANCE REQUIREMENTS T-14865/489473 7

WITNESS THE EXECUTION HEREOF the day and year first hereinabove written. APPROVED AS TO FORM: CITY OF SAN JOSE, a municipal corporation By: ELIZABETH KLOTZ Deputy City Attorney By: TONI TABER City Clerk WILLOW GLEN BUSINESS AND PROFESSIONAL ASSOCIATION, a California nonprofit corporation By: VALERIE MERKLIN Executive Director T-14865/489473 8

EXHIBIT A PAYMENT SCHEDULE CITY agrees to pay GRANTEE an amount up to and not to exceed Fifty-four Thousand Dollars ($54,000.00). 1. CITY s funds shall be used for the following expenses directly related to ARTWORKS: a. CITY agrees to pay GRANTEE an amount not to exceed Five Thousand Dollars ($5,000.00) of the actual City Funds for administrative services related to ARTWORKS as described in Exhibit D GRANTEE Responsibilities. b. The remaining Forty-nine Thousand Dollars ($49,000.00) shall be used for payment to artists for design and execution of ARTWORKS, and to subcontractors to perform basic wall preparation which may include power washing and application of primer, and to apply a graffiti-coating to completed ARTWORKS. 2. Upon execution of this Agreement, CITY will process a payment of $54,000.00 3. GRANTEE shall provide a full accounting of all funds received from CITY and all expenses paid by GRANTEE under this AGREEMENT as part of GRANTEE s Final Report to CITY, as described in Exhibit D, Section 2. 4. Pursuant to Section 6 of this AGREEMENT, GRANTEE shall return any unexpended funds to CITY within 30 days after the expiration or termination of this Agreement. T-476.089/1190359 A-1

EXHIBIT B PROJECT SCHEDULE The following are milestone dates that must be met in accordance with this Agreement. Site Identification for Artworks: Identify and confirm locations for murals with agreement by property owners; determine budget range for each site Artist Selection: Complete review and selection of artists for the mural projects By May 22, 2015 By May 29, 2015 Agreements: Complete signed agreements with all artists By June 15, 2015 Design: Confirmation of artist mural design approvals by property owners By June 30, 2015 Completion of artworks: Artist completion of murals By July 31, 2015 Final report due to City By August 31, 2015 2. Modification of Schedule. The parties agree that the Schedule set forth above may be, by mutual agreement, modified upon prior written authorization of the City Manager or his designee. Both parties agree that time is of the essence in the delivery of the services under this agreement. T-476.089/1190359 B-1

EXHIBIT C CITY RESPONSIBILITIES CITY will: 1. Facilitate an artist selection process that will include the following activities: a. Collaborate with GRANTEE in the identification of prospective sites on Lincoln Avenue for art projects b. Create a Request for Qualifications for the ARTWORK PROJECTS c. Advertise the opportunity to artists and outreach to artists for project d. Confer with GRANTEE about the composition of a selection committee to review and select artists for ARTWORK PROJECTS e. Organize and administer artist selection meetings. 2. Advise GRANTEE and provide oversight for ARTWORKS implementation which may include: a. Provide GRANTEE a sample agreement for use between GRANTEE and artists b. Provide GRANTEE a sample agreement for use between artists and site owners c. Confer with GRANTEE on best practices in public art for managing projects. d. Confer with GRANTEE on allocation of funds for projects within ARTWORKS e. Confer with GRANTEE on an ongoing basis about implementation of ARTWORKS f. Maintain communication with GRANTEE to ensure ARTWORKS are completed. T-476.089/1190359 C-1

EXHIBIT D GRANTEE RESPONSIBILITIES GRANTEE will provide administrative services to implement ARTWORKS during the term of this Agreement. In the event of termination of this Agreement, GRANTEE shall refund to CITY any unused portion of CITY Funds, as stipulated in Section 23, Part B of this Agreement. 1. GRANTEE will: a. Identify desirable locations for murals along Lincoln Avenue business district and do outreach to property owner or their agent to get their consent to have a mural installed by an artist on their building premises. b. Participate with CITY in the process of selecting artists for ARTWORKS; c. Enter into an agreement (Artist Agreement) with each selected artist, to include the location, amount of compensation and requirements for mural work to be done by the artist; d. Verify and maintain a record of the artist s Site Agreement with each property owner for placing a mural or artwork project on that site prior to initiation of artist s work with a term of at least 5 years. The Site Agreement must include that the property owner is responsible for the maintenance of the artwork including graffiti removal; e. Oversee the approval of the design for each of the ARTWORKS f. Contract with and oversee the work of vendors that will provide the services of site preparation, which may include power-washing approved mural sites, applying primer to mural sites and, upon completion of murals, and shall include applying a graffiti-coating approved by CITY to completed murals; g. Issue payment to the approved artist per the terms of GRANTEE S Artist Agreement with the artist. h. Monitor progress on implementation and completion of the ARTWORKS in compliance with the Artist Agreement. i. Ensure that artist has fully complied with all terms and requirements of Artist Agreement with GRANTEE and has satisfactorily completed agreed upon work before issuing (final) payment to artist; j. Provide written documentation of completed murals to City as described in this Exhibit, Section 2 Reporting Requirements k. Promote ARTWORKS to community and public. 2. REPORT REQUIREMENTS a. Quarterly Reports On a quarterly basis, GRANTEE shall provide CITY with a written report which shall: i. Provide the status of each ARTWORK PROJECT and its expected completion date, and ii. Provide detailed listing the amount and date of all payments made during that quarter to artists or other vendors previously approved by CITY with reconciliation to the District 6 Mural Funds account held by GRANTEE. b. Exception Reports GRANTEE shall immediately report to City in writing of any project approved by GRANTEE that cannot be completed due to default by artist, issues with property owner or property owner s agent, or other significant issues that interfere with the successful delivery of the ARTWORK project. GRANTEE s report shall describe the project location, name of artist, nature of the issue, and status of any funds paid to artist. T-476.089/1190359 D-1

c. Final Report GRANTEE shall submit a written Artworks Project Final Report that includes: i. Detailed listing of all payments made during the entire period of the project, to include the payee, purpose, amount, and date of all payments made ii. Reconciliation of all of CITY S funds received, held and expended by GRANTEE and status of any remaining funds, identifying whether they are unspent or obligated. iii. Documentation of all completed projects to include: (1) Location of mural including street address and business name (2) Materials used, including names of paints products (3) Artist s full name and, if applicable, trade name (4) Artist contact information (5) Date of completion (6) Name of property owner or owner s agent and business owner if different from property owner (7) Title of mural (if applicable) (8) Copies of agreements between artists and GRANTEE, and between artists and property owners, and (9) At least two quality digital photos of each ARTWORK. iv. Detailed explanation of any projects that could not be completed. Final Report is due to CITY within 30 days of the completion of the final ARTWORKS project. 3. RECORDS / FILE UPDATE GRANTEE will maintain and update all ARTWORKS related files on a regular basis to include changes in contact information for artists and changes in property ownership at ARTWORKS locations. 4. CITY and GRANTEE may agree that GRANTEE shall provide administrative services for subsequent ARTWORKS. The parties agree that an amendment to this Agreement will be required in order to extend the term of this Agreement and to augment the payment made to GRANTEE for such additional services. The foregoing not withstanding, it is agreed that the term of the Agreement may be extended by CITY S Deputy City Manager or her Designee if needed for completion of the ARTWORKS under this Agreement. T-476.089/1190359 D-2

EXHIBIT E INSURANCE REQUIREMENTS GRANTEE, at GRANTEE s sole cost and expense, shall procure and maintain for the duration of this AGREEMENT insurance against claims for injuries to persons or damages to property which may arise from, or in connection with, the performance of the services hereunder by GRANTEE, its agents, representatives, employees, subcontractors or artists. I. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. The coverage provided by Insurance Services Office Commercial General Liability coverage ("occurrence") Form Number CG 0001; and 2. The coverage described in Insurance Services Office Form Number CA 0001 covering Automobile Liability. Coverage shall be included for all owned, nonowned and hired automobiles; and 3. Workers' Compensation insurance as required by the Labor Code of the State of California and Employers Liability insurance. B. Minimum Limits of Insurance GRANTEE shall maintain limits no less than: 1. Commercial General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers' Compensation and Employers' Liability: Workers' Compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident; and C. Deductibles and Self-Insured Retentions T-476.089/1190359 E-1

Any deductibles or self-insured retentions must be declared to, and approved by City's Risk Manager. At the option of City, either; the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its officials, employees, agents and consultants; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses in an amount specified by the City's Risk Manager. D. Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability Coverages a. The City of San Jose, its officials, employees, agents and contractors are to be covered as additional insureds as respects: Liability arising out of activities performed by or on behalf of, GRANTEE; products and completed operations of GRANTEE; premises owned, leased or used by GRANTEE; and automobiles owned, leased, hired or borrowed by GRANTEE. The coverage shall contain no special limitations on the scope of protection afforded to City, its officers, employees, agents and consultants. b. GRANTEE's insurance coverage shall be primary insurance as respects City, its officials, employees, agents and consultants. Any insurance or selfinsurance maintained by City, its officials, employees, agents or consultants shall be excess of GRANTEE's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies by GRANTEE shall not affect coverage provided City, its officials, employees, agents, or consultants. d. Coverage shall state that GRANTEE's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. e. Coverage shall contain a waiver of subrogation in favor of the City, its officials, employees, agents and consultants 2. Workers Compensation and Employers Liability Coverage shall be endorsed to state carrier waives its rights of subrogation against the City, its officials, agents and consultants. 3. All Coverages T-476.089/1190359 E-2

Each Certificate of Insurance will state that coverage shall not be suspended, voided, canceled except after thirty (30) days' prior written notice has been given to City; except that ten (10) days prior written notice shall apply in the event of cancellation for non-payment of premium. E. Acceptability of Insurers Insurance is to be placed with insurers acceptable to City's Risk Manager. F. Verification of Coverage GRANTEE shall furnish City with certificates of insurance and with original endorsements affecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. Copies of all the required ENDORSEMENTS shall be attached to the CERTIFICATE of INSURANCE which shall be provided by the GRANTEE s insurance company as evidence of the stipulated coverages. Proof of insurance shall be either emailed in pdf format to: Riskmgmt@sanjoseca.gov or mailed to the following postal address o(r any subsequent address as may be directed in writing by the Risk Manager): G. Subcontractors City of San Jose Finance Department Risk Management 200 East Santa Clara St., 14 th Floor San Jose, CA 95113-1905 GRANTEE shall include all subcontractors as insured under its policies or shall obtain separate certificates and endorsements for each subcontractor. T-476.089/1190359 E-3