23-005 FARO Technologies Inc, Scanners for the Sheriff's OfficePage 1 of 9 Professional/Consulting Contracts /Version: October 2021
PROFESSIONAL/CONSULTING SERVICES AGREEMENT
1. PARTIES
This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”),
and FARO Technologies, Inc. (“Contractor”), a Florida corporation, with a principal place of
business at 250 Technology Park, Lake Mary, Florida 32746, and is effective on the last date
signed below (“Effective Date”).
2. SERVICES
Contractor agrees to provide the products and/or services and perform the tasks (“Services”) set
forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor
further agrees to carry out its work in compliance with any applicable local, State, or Federal order
regarding COVID-19.
3. TIME OF PERFORMANCE
3.1 This Agreement begins on the Effective Date and ends on July 31, 2024, (“Contract
Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the
effective date and shall be completed by July 31, 2024 .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. Liquidated damages
for time is of the essence are capped at ten percent (10%) of the value of the applicable Purchase
Order.
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
$118,833.18 (“Contract Price”), based upon the scope of services and the pricing included in
Exhibit A, 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.
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4.2 Invoices and Payments. Invoices must state a description of the deliverable completed
and the amount due. Within thirty (30) days of completion of Services, Contractor must submit an
invoice for City approval. Payment is due to Contractor within thirty (30) days from the date of
Contractor's invoice.
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 tot al expenses under this Agreement are
not greater than they would have been had the determination not been made.
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
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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 Intellectual Property Rights. Intellectual Property means all intellectual property rights
relating to any Services, including without limitation, patents, copyrights, trademarks, trade
secrets, and know-how, and any derivative works, improvements, modifications, repairs,
maintenance, enhancements, and updates of any Equipment. Contractor owns all ownership in all
Contractor Intellectual Property, and the City shall not own or acquire any right, title or interest in
any Contractor Intellectual Property. Contractor grants the City a limited, non-exclusive, non-
transferable license to use Contractor’s Intellectual Property and, for any software, in object code
form only and with products in which such software is installed. Contractor acknowledges and
agrees that the Services (including the software) contain trade secrets, and confidential and
proprietary information. The City shall not, in whole or in part, reproduce or duplicate (other than
one (1) archival back-up copy for the software), alter, modify, disassemble, reverse assemble,
decompile, reverse compile, reverse engineer, sell, transfer, assign, sublicense, lease, rent or use
in connection services to others, in any manner the Services (including software), in whole or in
part, or permit access to or use thereof by any third party.
7.2 Intentionally Omitted.
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 of this Agreement.
7.4 Intentionally Omitted.
7.5 Intentionally Omitted.
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.
Contractor acknowledges that certain documents generated or received by Contractor in
connection with the performance of this Agreement, including but not limited to correspondence
between Contractor and any third party, are public records under the California Public Records
Act, California Government Code section 6250 et seq. Contractor shall comp ly with all laws
regarding the retention of public records and shall make such records available to the City upon
request by the City, or in such manner as the City reasonably directs that such records be provided.
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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 c ontrol 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 comparative, direct damages in all third-party liabilities, damages,
claims, actions, causes of action, demands, charges, losses, costs, and expenses (including
reasonable 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 caused by 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.
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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. The parties agree that the Notice of Cancellation requirement in Exhibit D shall
not apply. 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
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the making of this Agreement, has or will receive a direct or indirect financial interest in this
Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be
required to file a conflict of interest form if Contractor makes certain governmental decisions or
serves in a staff capacity, as defined in Section 18700 of 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 Bill Mitchell 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 Chris Taylor as its
single Representative for all purposes under this Agreement, with authority to oversee the progress
and performance of the Scope of Services. Contractor’s Project manager is responsible for
coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule
of Performance. Contractor must regularly update the City’s Project Manager about the progress
with the work or any delays, as required under the Scope of Services. City written approval is
required prior to substituting a new Representative.
15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project or parts therefor at any time. Contractor will be
compensated for satisfactory Services performed through the date of abandonment, and will be
given reasonable time to assemble the work and close out the Services. With City’s pre-approval
in writing, the time spent in closing out the Services will be compensated up to a maximum of ten
percent (10%) of the total time expended to date in the performance of the Services.
16. TERMINATION
City may terminate this Agreement for cause or without cause at any time. Contractor will be paid
for satisfactory Services rendered through the date of termination, but final payment will not be
made until Contractor closes out the Services and delivers the Work Product.
17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of California. Any lawsuits filed related to
this Agreement must be filed with the Superior Court for the County of Santa Clara, State of
California. Contractor must comply with the claims filing requirements under the Government
Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide
the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award
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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.
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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: Bill Mitchell
Email: ITbilling@cupertino.org
To Contractor:
FARO Technologies, Inc.
250 Technology Park
Lake Mary, FL 32746
Attention: Legal Department
Email: legal@faro.com
27. WARRANTY
Contractor warrants that all equipment furnished pursuant to this Agreement shall be free from
defects in material and workmanship under normal conditions of use, service and maintenance. For
any equipment that is software, Contractor warrants that such shall operate substantially according
to written user documentation provided by Contractor. Contractor makes no warranty that any
software will operate in an uninterrupted or error free manner (the above three sentences being the
“Warranty.”) This Warranty shall begin the date after shipment from Contractor and extend for a
period of one (1) year (the “Warranty Period”). If any nonconforming equipment is identified within
the Warranty Period, Contractor shall promptly repair or replace the equipment, at Contractor’s
discretion, as Contractor’s sole and exclusive liability and the City’s sole and exclusive remedy.
Contractor's Warranty shall not apply to or cover issues caused by (a) improper storage, installation,
operations, or maintenance (b) misuse or extraordinary use, (c) modifications, additions, deletions,
adjustments and/or repair or (iv) causes external to Contractor. The Warranty Period is not extended
due to Warranty remedies. THESE WARRANTIES ARE THE COMPLETE AND ONLY
WARRANTIES; CONTRACTOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS
OR IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, STATUTORY
OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED CONDITIONS AND
WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PATICULAR
PURPOSE, CORRESPONDENCE WITH DESCRIPTION OR QUALITY, AND NON -
INFRINGEMENT.
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28. LIMITATION OF LIABILITY
Except as prohibited by law, the maximum aggregate liability of either party, including relating to
any product, from any cause whatsoever, whether based in contract, tort (including, without
limitation, negligence,) strict product liability or any other theory of law shall not exceed the purchase
price received by Contractor for the product to which such liability relates. Except as prohibited by
law, in no case shall either party be liable for any indirect, special, incidental, punitive or
consequential damages arising from any cause whatsoever, whether based in contract, tort (including,
without limitation, negligence,) strict product liability or any other theory of law (including theories
of equitable relief,) including for property damage, injury, or death.
29. 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 bindin g
instrument.
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.
CITY OF CUPERTINO FARO TECHNOLOGIES, INC.
A Municipal Corporation
By By
Name Name
Title Title
Date Date
APPROVED AS TO FORM:
CHRISTOPHER D. JENSEN
Cupertino City Attorney
ATTEST:
KIRSTEN SQUARCIA
City Clerk
Date
Craig Cupach
Craig Cupach
Director, Sales
Jan 19, 2023
Christopher D. Jensen
Bill Mitchell
CTO
Jan 21, 2023
Jan 23, 2023
EXHIBITS A, B, & C
Project Charter &
Statement of Work
for
FARO Terrestrial LiDAR Scanner Procurement,
Training & Implementation
City of Cupertino Point of Contact: Faro Point of contact:
Bill Mitchell Chris Taylor
10300 Torre Ave, Cupertino,
CA 95030
250 Technology Park, Lake Mary
FL 32746
(408)777-1333 (805)822-2829
Billm@cupertino.org Chris.Taylor@faro.com
v1.01
Project Charter
Project Charter: Accident Forensic Analysis Tool
Project Name:
Accident Forensic Analysis Tool
Sponsor Sheriff’s Office
Project Managers Captain Neil Valenzuela (Sheriff’s Office), Bill Mitchell (COC)
Project Objective Statement:
The Objective of this project is to acquire, install, configure, activate, and train staff on an accident forensic
analysis tool to support the Sheriff’s office in reconstructing the elements of a accident scene and to determine the
cause of the accident.
Project Deliverables:
The following denote the main deliverables for this project:
• Research/Select forensic tool
• Obtain quotes
• Acquire funding for forensic tool
• Procurement (may include Council Approval)
• Policy/Procedure development
• Installation/Configuration/Implementation of forensic tool
• Training of staff
• Transfer of ownership from COC to Sheriff’s Office
• Move forensic tool into production
Business Reasons:
Accident reconstruction is a true test of detective work, essentially reverse engineering the elements of a scene to
determine the cause of an accident. Quickly collecting and cataloging the scene is critical to safety, preventing
evidence loss and mitigating traffic disruption. Today’s forensic technology is key to reconstructing accidents
with accuracy in a timely manner.
Customer:
Sherriff’s Office
Customer Benefits:
Enhance tool to reconstruct an accident scene and determine the cause in a timely fashion.
Success Criteria:
Meet all project deliverables in a timely, cost effective manner.
Project Background:
Project is a request from the Sheriff’s Office.
Project Scope:
In Scope:
• Items defined in “Project Deliverables”
Out of Scope:
• Items not defined in “Project Deliverables”
Project Charter
Project Charter: Accident Forensic Analysis Tool
Milestones:
Milestone Assigned To Target Date
1.Research/Select forensic tool SO 9.23.2022
2.Obtain Quotes COC 10.14.2022
3.Acquire Funding for forensic tool COC 11.11.2022
4.Procurement (Contract Negotiation & Approval)COC 1.13.2023
5.Policy/Procedure Development SO 1.27.2023
6.Installation/Configuration/Implementation of forensic
tool
Vendor + SO 1.27.2023
7.Training for staff Vendor + SO + COC 2.17.2023
8.Transfer of Ownership from COC to SO SO + COC 11.11.2022
9.Move forensic tool into production SO 3.3.2023
Project Team Members
Team Member Organization Role
Captain Rich Urena SO Project Manager - SO
Bill Mitchell COC Project Manager - COC
Captain Neil Valenzuela SO Technical Lead – SO
Tom Chin COC Team Member
Public Works COC Team Member
Funding Information
Project Budget: $ 118,833.18 Person Hours: Medium 101-600 hours
Payment Schedule
Amount Milestones Completed Estimated Date
100% Delivery of Equipment 3.29.2023
Bill Mitchell CTO 12/29/2022
IT Billing ITbilling@cupertino.org
No
Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts
1
Form Updated Jan. 2022
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 claim, $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 Jan. 2022
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.
Faro Scanners for the Sheriff's Office
Final Audit Report 2023-01-23
Created:2023-01-19
By:City of Cupertino (webmaster@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAAtFqoCjNU1lBp6Nyg-Tya7T36nLcxehEd
"Faro Scanners for the Sheriff's Office" History
Document created by City of Cupertino (webmaster@cupertino.org)
2023-01-19 - 7:18:19 PM GMT- IP address: 35.229.54.2
Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval
2023-01-19 - 7:23:38 PM GMT
Email viewed by Marilyn Pavlov (marilynp@cupertino.org)
2023-01-19 - 7:23:47 PM GMT- IP address: 64.165.34.3
Document approved by Marilyn Pavlov (marilynp@cupertino.org)
Approval Date: 2023-01-19 - 7:24:58 PM GMT - Time Source: server- IP address: 64.165.34.3
Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval
2023-01-19 - 7:25:03 PM GMT
Document approved by Araceli Alejandre (aracelia@cupertino.org)
Approval Date: 2023-01-19 - 7:32:39 PM GMT - Time Source: server- IP address: 73.170.27.253
Document emailed to contracts.amer@faro.com for approval
2023-01-19 - 7:32:44 PM GMT
Email viewed by contracts.amer@faro.com
2023-01-19 - 7:33:29 PM GMT- IP address: 76.123.101.178
Signer contracts.amer@faro.com entered name at signing as Elizabeth Williams
2023-01-19 - 8:28:35 PM GMT- IP address: 76.123.101.178
Document approved by Elizabeth Williams (contracts.amer@faro.com)
Approval Date: 2023-01-19 - 8:28:37 PM GMT - Time Source: server- IP address: 76.123.101.178
Document emailed to craig.cupach@faro.com for signature
2023-01-19 - 8:28:42 PM GMT
Email viewed by craig.cupach@faro.com
2023-01-19 - 8:45:19 PM GMT- IP address: 71.64.141.186
Signer craig.cupach@faro.com entered name at signing as Craig Cupach
2023-01-19 - 8:46:59 PM GMT- IP address: 71.64.141.186
Document e-signed by Craig Cupach (craig.cupach@faro.com)
Signature Date: 2023-01-19 - 8:47:01 PM GMT - Time Source: server- IP address: 71.64.141.186
Document emailed to christopherj@cupertino.org for signature
2023-01-19 - 8:47:06 PM GMT
Email viewed by christopherj@cupertino.org
2023-01-19 - 8:48:08 PM GMT- IP address: 104.47.74.126
Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen
2023-01-19 - 8:48:25 PM GMT- IP address: 136.24.22.150
Document e-signed by Christopher D. Jensen (christopherj@cupertino.org)
Signature Date: 2023-01-19 - 8:48:27 PM GMT - Time Source: server- IP address: 136.24.22.150
Document emailed to Bill Mitchell (billm@cupertino.org) for signature
2023-01-19 - 8:48:33 PM GMT
Email viewed by Bill Mitchell (billm@cupertino.org)
2023-01-22 - 3:54:02 AM GMT- IP address: 104.47.74.126
Document e-signed by Bill Mitchell (billm@cupertino.org)
Signature Date: 2023-01-22 - 3:54:15 AM GMT - Time Source: server- IP address: 67.188.27.184
Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature
2023-01-22 - 3:54:20 AM GMT
Email viewed by Kirsten Squarcia (kirstens@cupertino.org)
2023-01-22 - 4:24:23 AM GMT- IP address: 104.28.123.99
Document e-signed by Kirsten Squarcia (kirstens@cupertino.org)
Signature Date: 2023-01-23 - 4:49:18 PM GMT - Time Source: server- IP address: 104.28.116.160
Agreement completed.
2023-01-23 - 4:49:18 PM GMT