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23-134 Voler Strategic Advisors for Media Content and Outreach Strategy
Media Content and Outreach Strategy Page 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 Voler Strategic Advisors (“Contractor”), a Corporation for Media Content and Outreach Strategy, 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 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 June 30, 2024 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by June 30, 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. 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 $42,000.00 (“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. 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 Media Content and Outreach Strategy Page 2 of 9 Professional/Consulting Contracts /Version: October 2021 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 remit 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. 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. Media Content and Outreach Strategy Page 3 of 9 Professional/Consulting Contracts /Version: October 2021 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. 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 Media Content and Outreach Strategy Page 4 of 9 Professional/Consulting Contracts /Version: October 2021 Act, California Government Code section 6250 et seq. Contractor shall comply 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. 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 aris ing 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 Media Content and Outreach Strategy Page 5 of 9 Professional/Consulting Contracts /Version: October 2021 the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 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. Media Content and Outreach Strategy Page 6 of 9 Professional/Consulting Contracts /Version: October 2021 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 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 Tina Kapoor 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 Rolando Bonilla 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 Media Content and Outreach Strategy Page 7 of 9 Professional/Consulting Contracts /Version: October 2021 California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 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 Media Content and Outreach Strategy Page 8 of 9 Professional/Consulting Contracts /Version: October 2021 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. 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: Tina Kapoor Email: tinak@cupertino.org To Contractor: Voler Strategic Advisors 2066 The Alameda San Jose, CA 95126 Attention: Rolando Bonilla Email: rolando.bonilla@volersa.com 27. 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. 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 Rolando Bonilla Chief Strategy Officer 12/04/2023 Matt Morley Assistant City Manager 12/05/2023 Media Content and Outreach Strategy Page 9 of 9 Professional/Consulting Contracts /Version: October 2021 APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Christopher D. Jensen 12/05/2023 Exhibit A Scope of Work Voler Strategic Advisors Voler Strategic Advisors (VSA) will: - Develop a media strategy on key issues such as the budget or major developments. The strategy will: o Create messaging for local and regional audiences o Lay out an outreach plan with timeline and clear deliverables o Identify key media outlets and provide content to them - Facilitate connections/conversations with key influential persons at the State level or as identified/needed by the City Manager’s Office and construct messaging to further City goals. Exhibit B Schedule of Performance Voler Strategic Advisors Duration of Agreement: - December 2023 – June 2024 - Timing of media communications and City training will be determined by mutual agreement between the City and the consultant. Exhibit C Cost Summary Voler Strategic Advisors Voler Strategic Advisors will invoice your organization a monthly fee of $6,000, invoiced at the beginning of the month. Invoices shall include a description of the services being invoiced and provide any supporting documentation, if applicable. (Printing, mailing and paid advertising costs are not included, if projects of that nature should arise). The following table provides for the maximum monthly compensation for the agreement: MONTH / YEAR COMPENSATION December 2023 $6,000.00 January 2024 $6,000.00 February 2024 $6,000.00 March 2024 $6,000.00 April 2024 $6,000.00 May 2024 $6,000.00 June 2024 $6,000.00 MAXIMUM COMPENSATION $42,000.00 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 proce eds 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 cov erage 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 t o 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. ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 10/11/2023 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. 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). PRODUCER CONTACT RICARDO GONZALEZ NAME : GONZALEZ INSURANCE AGENCY ritJgN~o Extl: (408) 706-0024 I FAX IA/C Nol: (408) 716-2821 1155 MERIDIAN AVE# 201 itDAJ~ss: ricardowithgia@gmail.com SAN JOSE CA 95125 INSURER($) AFFORDING COVERAGE NAIC# Lie# oF41021 INSURER A : United States Liability Insurance Company 25895 INSURED INSURERB : Voler Strategic Advisors INSURERC: 2066 The Alameda INSURERD: San Jose, CA 95126 INSURERE: INSURERF : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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. INSR ADDL SUBR POLICYEFF POLICY EXP LTR TYPE OF INSURANCE ,.,.,n W\/n POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ~ □ CLAIMS-MADE [X] OCCUR DAMAGE TO RENTED PREMISES !Ea occurrence\ $ 50 ,000 f-- MED EXP (Any one person) $ 5,000 ~ A y y CX1552768G f-- 06/22/2023 06/22/2024 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 P9 □ PRO-D Loc PRODUCTS -COMP/OP AGG $ 1,000,000 POLICY JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ IEa accident\ f-- ANY AUTO BODILY INJURY (Per person) $ ~ ~ OWNED SCHEDULED BODILY INJURY (Per accident) $ f--AUTOS ONLY f--AUTOS HIRED NON-OWNED iP~~~;c~Je;,fiAMAGE $ ~ AUTOS ONLY ~ AUTOS ONLY $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ ~ EXCESSLIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS' LIABILITY STATUTE ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS below PROFESSIONAL LIABILITY Each Claim $1 ,000,000 A CX1552768G 06/22/2023 06/22/2024 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) -Public Relations Consultants The City of Cupertino, its City Council, officers, officials , employees , agents,servants and volunteers are added as additional insured per attached endorsement. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Ave AUTHORIZED REPRESENTATIVE Cupertino CA 95014 RICARDO GONZALEZ I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLIC Y NUMBER: ex 1552768G BUSINESSOWNERS BP 04 48 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEAS E READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION Thi s e nd orse men t m odifi es in su rance provided under the fo ll owi ng : BUSINESSOWN ERS C OVERAGE FORM SCHEDULE Name of Additional Insured Person{s) Or Organization(s): The City of Cupe rtino 10300 T orre Ave Cupertino CA 95014 I Information required to complete th is Schedule, if not shown above , will be shown in the Declarations. The following is added to Paragraph C . Who is An Insured in Section II -Liability: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and adverti sing injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in the performan ce of your ongoing operations o r in connection with your prem ises owned by or rented to you . Form_SCTNID_CTGRY.XX0316ACORD25_ACORD <docindex><index>ACORD</index></docindex> BDF_PCA CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: PHONE (A/C, No, Ext): FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSR LTR ADDL INSD SUBR WVDTYPE OF INSURANCE COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY OTHER: PRO- JECT LOC AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON-OWNED AUTOS ONLY UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS-MADE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N / A POLICY NUMBER POLICY EFF POLICY EXP (MM/DD/YYYY)(MM/DD/YYYY)LIMITS $ $ $ $ $ $ $ EACH OCCURRENCE DAMAGE TO RENTED MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG PREMISES (Ea occurrence) $ $ $ $ $ COMBINED SINGLE LIMIT PROPERTY DAMAGE BODILY INJURY (Per person) (Ea accident) BODILY INJURY (Per accident) $ $ $ AGGREGATE EACH OCCURRENCE E.L. EACH ACCIDENT INSURED $ $ $E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE PER STATUTE OTH- ER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD © 1988-2015 ACORD CORPORATION. All rights reserved. (Per accident) 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. 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 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. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. progressivecommercial@email.progressive.com 10/25/2023 1-800-444-4487 VOLER STRATEGIC ADVISORS 2066 THE ALAMEDA SAN JOSE, CA 95126 VOLER STRATEGIC ADVISORS 2066 THE ALAMEDA SAN JOSE, CA 95126 Progressive Commercial Lines Customer and Agent Servicing 829459867161922945D102523T011011 Progressive Insurance PO Box 94739, Cleveland, OH 44101 Progressive Express Insurance Company 10193 A X 04400656NN 10/05/2023 04/05/2024 1,000,000 A 04400656NN 10/05/2023 04/05/2024 See ACORD 101 for additional coverage details.$ ,__ D □ - ,__ Fl □ □ ~ ,__ ~ ,__ 1-- ,__ ,__ ~ ,__ I I I I l □ Form_SCTNID_CTGRY.XX0108ACORD101_ACORD <docindex><index>ACORD</index></docindex> BDF_PCA Progressive Insurance 04400656 Progressive Express Insurance Company 10193 VOLER STRATEGIC ADVISORS 2066 THE ALAMEDA SAN JOSE, CA 95126 10/05/2023 AGENCY CUSTOMER ID: LOC #: ADDITIONAL REMARKS SCHEDULE Page of AGENCY POLICY NUMBER CARRIER NAIC CODE NAMED INSURED EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:25 FORM TITLE:Certificate of Liability Insurance 1 1 Additional Coverages Insurance coverage(s) Limits…………………………………………………………………………………………………………………………………………………………………………………… Uninsured/Underinsured Motorist $1,000,000 Combined Single Limit Description of Location/Vehicles/Special Items Scheduled autos only…………………………………………………………………………………………………………………………………………………………………………………… 2014 TOYOTA 5TDXK3DC8ES432435SIENNA Collision $500 w/Waiver Ded Comprehensive $500 Ded Medical Payments $5,000 Rental Reimbursement $50 Per Day ($1,500 Max) Roadside Assistance Selected w/$0 Ded Liability coverage may not apply to all scheduled vehicles. ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. I Form_SCTNID_CTGRY.CA05216489_DECPAGE 04400656 Q FB86020 INS DECPAGE U POLWHITEFONT EXVRJBSW2EHNEXO5LAOK5HGIOE0002 RPUID TRACWHITEFONT BDF_PCA Policy number: 04400656 Underwritten by: Progressive Express Ins Page of Policy Period: Oct 5, 2023 1 2 - July 24, 2023 Apr 5, 2024 Online Service Make payments, check billing activity, print policy documents, update your policy or check the status of a claim. progressivecommercial.com For customer service and claims service, 24 hours a day, 7 days a week. 1-800-895-2886 Cleveland, OH 44101 P.O. Box 94739 Progressive Named insured 2066 THE ALAMEDA VOLER STRATEGIC ADVISORS SAN JOSE, CA 95126 Commercial Auto Insurance Coverage Summary This is your Renewal Declarations Page This Renewal Declarations Page is effective only if the minimum amount due to renew your policy is received or postmarked by October 5, 2023. Your coverage begins on October 5, 2023 at 12:01 a.m. This policy expires on April 5, 2024 at 12:01 a.m. Your insurance policy and any policy endorsements contain a full explanation of your coverage. The policy limits shown for an auto may not be combined with the limits for the same coverage on another auto, unless the policy contract allows the stacking of limits. The policy contract is form 6912 (02/19) . The contract is modified by forms 2852CA (02/19), 4757 (02/19), Z311 (02/19), Z313 (04/21), 4852CA (02/19), 4881CA (02/19) and Z228 (01/11). The named insured organization type is a corporation. Outline of coverage Description Limits Deductible Premium……………………………………………………………………………………………………………………………………………………….. Bodily Injury and Property Damage Liability $1,000,000 combined single limit Liability To Others $977 ……………………………………………………………………………………………………………………………………………………….. Uninsured/Underinsured Motorist $1,000,000 combined single limit 231……………………………………………………………………………………………………………………………………………………….. Rejected --Uninsured Motorist Property Damage……………………………………………………………………………………………………………………………………………………….. Medical Payments $5,000 each person 35……………………………………………………………………………………………………………………………………………………….. See Auto Coverage Schedule Limit of liability less deductible 36Comprehensive ……………………………………………………………………………………………………………………………………………………….. See Auto Coverage Schedule Limit of liability less deductible 272Collision ……………………………………………………………………………………………………………………………………………………….. See Auto Coverage Schedule 35Rental Reimbursement ……………………………………………………………………………………………………………………………………………………….. See Auto Coverage Schedule Limit of liability less deductible 10Roadside Assistance Subtotal policy premium ……………………………………………………………………………………………………………………………………………………….. $1,596.00……………………………………………………………………………………………………………………………………………………….. California Vehicle Assessment Fee 0.88 ……………………………………………………………………………………………………………………………………………………….. Total 6 month policy premium and fees $1,596.88 ……………………………………………………………………………………………………………………………………………………….. ………………………………………………………………………………………………………………………………………………………..Discount if paid in full Total 6 month policy premium if paid in full $3,295.88 1596.88 4 Continued Form 6489 CA (05/21) 11/14/2023 Marsh Affinity a division of Marsh USA LLC. PO BOX 14404 Des Moines, IA 50306-9686 Marsh Affinity 800-743-8130 ADPTotalSource@marsh.com AIU Insurance Company 19399 A 07/01/2023 07/01/2024 2,000,000 2,000,000 2,000,000 ADP TotalSource DE IV, Inc. 5800 Windward Parkway Alpharetta, GA 30005 L/C/F: Voler Strategic Advisors Inc 2066 THE ALAMEDA SAN JOSE, CA 951260000 WC 034280994 CAX All worksite employees working for Voler Strategic Advisors Inc paid under ADP TOTALSOURCE, INC.'s payroll, are covered under the above stated policy. WAIVER OF SUBROGATION IN FAVOR OF City of Cupertino AS RESPECTS OF JOB PERFORMED BY Voler Strategic Advisors Inc AS REQUIRED BY WRITTEN CONTRACT. City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 X WAIVER OF SUBROGATION IN FAVOR OF City of Cupertino AS RESPECTS OF JOB PERFORMED BY Voler Strategic Advisors Inc AS REQUIRED BY WRITTEN CONTRACT. City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 07/01/2023 WC 034280994 CA AIU Insurance Company ADP TotalSource DE IV, Inc. 5800 Windward Parkway Alpharetta, GA 30005 L/C/F: Voler Strategic Advisors Inc 2066 THE ALAMEDA SAN JOSE, CA 951260000 Media Content and Outreach Strategy Final Audit Report 2023-12-05 Created:2023-12-01 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAYjtmugtihMF9M_0wO8Q3yG-tODudjXC_ "Media Content and Outreach Strategy" History Document created by City of Cupertino (webmaster@cupertino.org) 2023-12-01 - 5:09:21 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-12-01 - 5:12:05 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-12-01 - 5:15:22 PM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to rolando.bonilla@volersa.com for signature 2023-12-01 - 5:15:24 PM GMT Email viewed by rolando.bonilla@volersa.com 2023-12-04 - 9:59:47 PM GMT- IP address: 107.115.29.50 Signer rolando.bonilla@volersa.com entered name at signing as Rolando Bonilla 2023-12-04 - 10:00:57 PM GMT- IP address: 107.115.29.50 Document e-signed by Rolando Bonilla (rolando.bonilla@volersa.com) Signature Date: 2023-12-04 - 10:00:59 PM GMT - Time Source: server- IP address: 107.115.29.50 Document emailed to christopherj@cupertino.org for signature 2023-12-04 - 10:01:02 PM GMT Email viewed by christopherj@cupertino.org 2023-12-04 - 10:01:36 PM GMT- IP address: 174.194.192.236 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-12-04 - 10:02:13 PM GMT- IP address: 174.194.192.236 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-12-04 - 10:02:15 PM GMT - Time Source: server- IP address: 174.194.192.236 Document emailed to Matt Morley (mattm@cupertino.org) for signature 2023-12-04 - 10:02:18 PM GMT Email viewed by Matt Morley (mattm@cupertino.org) 2023-12-04 - 10:07:41 PM GMT- IP address: 64.165.34.3 Email viewed by Matt Morley (mattm@cupertino.org) 2023-12-05 - 4:23:32 PM GMT- IP address: 64.165.34.3 Document e-signed by Matt Morley (mattm@cupertino.org) Signature Date: 2023-12-05 - 4:23:53 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-12-05 - 4:23:56 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-12-05 - 10:33:16 PM GMT- IP address: 104.47.74.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-12-05 - 10:33:26 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2023-12-05 - 10:33:26 PM GMT