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23-115 Amendment #1 dated 1-18-24 to ReDesign Agreement
Approved on City Council Date: January 17, 2024 Procurement by Cooperative Purchasing Agreement First Amendment City Agreement No. 23-115 Cooperative Agreement: NASPO MNWNC-109 Acquisition type: IT Goods Description: Hardware Supplier/Reseller: The [RE]DESIGN Group Name of Product/Application: Network Switches Infrastructure and Peripherals Contract Term Date: 10/5/23 -10/5/28 New Not-to-exceed: $447,867.70 Description Amount Original Agreement not-to-exceed $389,692.60 First Amendment $ 58,175.10 New not-to-exceed Total $447,867.70 The City and the REDSIGN Group acknowledge that this First Amendment to Cooperative Purchasing Agreement incorporates by reference the following attachments: A - Cooperative Agreement NASPO MNWNC-109 B – Amendments No. 1 to 7 to NASPO MNWNC-109 C – California Participating Addendum D – Amendments No. 1 & 2 to CA Participating Addendum E – Disaster Recovery Site (Phoenix) quote F – Production Site quote G – Insurance Requirements Exhibit H – Proof of Insurance IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO The [RE]DESIGN Group By _______________________ By _______________________ Title _______________________ Title _______________________ Date _______________________ Date _______________________ APPROVED AS TO FORM _______________________ City Attorney ATTEST: _______________________ City Clerk _______________________ Date EXPENDITURE DISTRIBUTION Item Amount Original Contract $389,692.60 Amendment 1 $58,175.10 Total $447,867.70 President Jan 18, 2024 Christopher D. Jensen City Manager Jan 18, 2024 Jan 18, 2024 Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Amendment No. 3 to NASPO Master Agreement MNWNC-109 AMENDMENT NO. 3 TO NASPO MASTER AGREEMENT NO. MNWNC-109 THIS AMENDMENT is by and between the State of Minnesota, acting through its Commissioner of Administration (“State”), and EMC Corporation, 176 South Street, Hopkinton, MA 01748 (“Contractor” or “Contract Vendor”). WHEREAS, the State has a Contract with the Contractor identified as NASPO Master Agreement No. MNWNC-109, April 15, 2015, through July 31, 2021 (“Contract”), to provide Computer Equipment, Peripherals & Related Services; and WHEREAS, Minn. Stat. § 16C.03, subd. 5, affords the Commissioner of Administration, or delegate pursuant to Minn. Stat. § 16C.03, subd. 16, the authority to amend contracts; and WHEREAS, the terms of the Contract allow the State to amend the Contract as specified herein, upon the mutual agreement of the Office of State Procurement and the Contractor in a fully executed amendment to the Contract. NOW, THEREFORE, it is agreed by the parties to amend the Contract as follows: 1. That NASPO Master Agreement No. MNWNC-109 is extended through July 31, 2022, at the same prices, terms, and conditions. This Amendment is effective beginning August 1, 2021, or upon the date that the final required signatures are obtained, whichever occurs later, and shall remain in effect through contract expiration, or until the Contract is canceled, whichever occurs first. Except as herein amended, the provisions of the Contract between the parties hereto are expressly reaffirmed and remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed intending to be bound thereby. 1. EMC Corporation The Contractor certifies that the appropriate person(s) have executed this Amendment on behalf of the Contractor as required by applicable articles, bylaws, resolutions, or ordinances. By: Signature Printed Name Title: Date: By: Signature Printed Name Title: Date: 2. Office of State Procurement In accordance with Minn. Stat. § 16C.03, subd. 3. By: Title: Acquisition Management Specialist Date: 3. Commissioner of Administration Or delegated representative. By: Date: DocuSign Envelope ID: EAC889CC-0F07-480E-AB62-8DFA4A153228 Contract Administrator 5/10/2021 Alyssa Sayles 5/14/2021 5/14/2021 Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Amendment No. 4 to NASPO Master Agreement MNWNC-109 AMENDMENT NO. 4 TO NASPO MASTER AGREEMENT NO. MNWNC-109 THIS AMENDMENT is by and between the State of Minnesota, acting through its Commissioner of Administration (“State”), and EMC Corporation, 176 South Street, Hopkinton, MA 01748 (“Contractor” or “Contract Vendor”). WHEREAS, the State has a Contract with the Contractor identified as NASPO Master Agreement No. MNWNC-109, April 15, 2015, through July 31, 2022 (“Contract”), to provide Computer Equipment, Peripherals & Related Services; and WHEREAS, Minn. Stat. § 16C.03, subd. 5, affords the Commissioner of Administration, or delegate pursuant to Minn. Stat. § 16C.03, subd. 16, the authority to amend contracts; and WHEREAS, the terms of the Contract allow the State to amend the Contract as specified herein, upon the mutual agreement of the Office of State Procurement and the Contractor in a fully executed amendment to the Contract. NOW, THEREFORE, it is agreed by the parties to amend the Contract as follows: 1. That NASPO Master Agreement No. MNWNC-109 is extended through February 28, 2023, at the same prices, terms, and conditions. This Amendment is effective beginning August 1, 2022, or upon the date that the final required signatures are obtained, whichever occurs later, and shall remain in effect through contract expiration, or until the Contract is canceled, whichever occurs first. Except as herein amended, the provisions of the Contract between the parties hereto are expressly reaffirmed and remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed intending to be bound thereby. 1. EMC Corporation The Contractor certifies that the appropriate person(s) have executed this Amendment on behalf of the Contractor as required by applicable articles, bylaws, resolutions, or ordinances. By: Signature Printed Name Title: Date: By: Signature Printed Name Title: Date: 2. Office of State Procurement In accordance with Minn. Stat. § 16C.03, subd. 3. By: Title: Acquisition Management Specialist Date: 3. Commissioner of Administration Or delegated representative. By: Date: DocuSign Envelope ID: 94A64504-83BF-46CD-A09C-ABBE0A786F6D Alyssa Sayles Contract Administrator 5/31/2022 5/31/2022 5/31/2022 Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Amendment No. 5 to NASPO Master Agreement MNWNC-108 AMENDMENT NO. 5 TO NASPO MASTER AGREEMENT NO. MNWNC-108 THIS AMENDMENT is by and between the State of Minnesota, acting through its Commissioner of Administration (“State”), and Dell Marketing L.P., One Dell Way, Mailstop RR1-33 Legal, Round Rock, TX 78682 (“Contractor” or “Contract Vendor”). WHEREAS, the State has a Contract with the Contractor identified as NASPO Master Agreement No. MNWNC-108, April 1, 2015, through February 28, 2023 (“Contract”), to provide Computer Equipment, Peripherals & Related Services; and WHEREAS, Minn. Stat. § 16C.03, subd. 5, affords the Commissioner of Administration, or delegate pursuant to Minn. Stat. § 16C.03, subd. 16, the authority to amend contracts; and WHEREAS, the terms of the Contract allow the State to amend the Contract as specified herein, upon the mutual agreement of the Office of State Procurement and the Contractor in a fully executed amendment to the Contract. NOW, THEREFORE, it is agreed by the parties to amend the Contract as follows: 1.That NASPO Master Agreement No. MNWNC-108 is extended through July 31, 2023, at the same prices, terms, and conditions. This Amendment is effective upon the date that the final required signatures are obtained, and shall remain in effect through contract expiration, or until the Contract is canceled, whichever occurs first. Except as herein amended, the provisions of the Contract between the parties hereto are expressly reaffirmed and remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed intending to be bound thereby. 1.Dell Marketing L.P. The Contractor certifies that the appropriate person(s) have executed this Amendment on behalf of the Contractor as required by applicable articles, bylaws, resolutions, or ordinances. By: Signature Printed Name Title: Date: By: Signature Printed Name Title: Date: 2.Office of State Procurement In accordance with Minn. Stat. § 16C.03, subd. 3. By: Title: Acquisition Management Specialist Date: 3.Commissioner of Administration Or delegated representative. By: Date: DocuSign Envelope ID: A1131CC0-2CC4-4271-AFF0-B574CFFD18AE 1/10/2023 ParaLegal Advisor Katherine Castillo 2/1/2023 2/1/2023 Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Amendment No. 65 to NASPO Master Agreement MNWNC-109 AMENDMENT NO. 6 TO NASPO MASTER AGREEMENT NO. MNWNC-109 THIS AMENDMENT is by and between the State of Minnesota, acting through its Commissioner of Administration (“State”), and EMC Corporation, 176 South Street, Hopkinton, MA 01748 (“Contractor” or “Contract Vendor”). WHEREAS, the State has a Contract with the Contractor identified as NASPO Master Agreement No. MNWNC-109, April 1, 2015, through July 31, 2023 (“Contract”), to provide Computer Equipment, Peripherals & Related Services; and WHEREAS, Minn. Stat. § 16C.03, subd. 5, affords the Commissioner of Administration, or delegate pursuant to Minn. Stat. § 16C.03, subd. 16, the authority to amend contracts; and WHEREAS, the terms of the Contract allow the State to amend the Contract as specified herein, upon the mutual agreement of the Office of State Procurement and the Contractor in a fully executed amendment to the Contract. NOW, THEREFORE, it is agreed by the parties to amend the Contract as follows: 1. That NASPO Master Agreement No. MNWNC-109 is extended through October 31, 2023, at the same prices, terms, and conditions. This Amendment is effective upon the date that the final required signatures are obtained, and shall remain in effect through contract expiration, or until the Contract is canceled, whichever occurs first. Except as herein amended, the provisions of the Contract between the parties hereto are expressly reaffirmed and remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed intending to be bound thereby. 1. EMC Corporation The Contractor certifies that the appropriate person(s) have executed this Amendment on behalf of the Contractor as required by applicable articles, bylaws, resolutions, or ordinances. By: Signature Printed Name Title: Date: By: Signature Printed Name Title: Date: 2. Office of State Procurement In accordance with Minn. Stat. § 16C.03, subd. 3. By: Title: Acquisition Management Specialist Date: 3. Commissioner of Administration Or delegated representative. By: Date: Tommy Yu City of Cupertino tommyy@cupertino.org TOR Switches City of Cupertino forbySarah Reynolds Technical Inside Sales Representative The [RE]DESIGN Group sreynolds@redesign-group.com Q-004681 Version 1 Wednesday, December 13 Contract Code Description Qty NASPO Contract -C000000878001 S5224F Switches Description Price Qty Ext. Price BUILD (2) Dell S5224F Switches with 60 Months ProSupport 4 Hour $25,498.00 1 $25,498.00 210-APHT Dell EMC S5224F-ON Switch, 24x 25GbE SFP28, 4x 100GbE QSFP28 ports, PSU to IO air, 2x PSU 2 343-BBLP Dell EMC S52XX-ON Series User Guide 2 634-BRWJ OS10 Enterprise, S5224F-ON 2 634-BYIJ OS10 SmartFabric Services 2 818-4983 Dell Hardware Limited Warranty 1 Year 2 892-0646 ProSupport 4-Hour 7x24 Onsite Service 1 Year 2 892-0650 ProSupport 4-Hour 7x24 Onsite Service 4 Years Extended 2 892-0863 ProSupport 4-Hour 7x24 Technical Support and Assistance 5 Years 2 975-3461 Dell Limited Hardware Warranty Extended Year(s)2 989-3439 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355 2 997-6306 Info 3rd Party Software Warranty provided by Vendor 2 825-8623 Certified Deployment Partner T1 or Distributors 2 848-8539 5 Years ProSupport OS10 Enterprise Software Support-Maintenance 2 407-BCZR Dell Networking, Transceiver, SFP+, 10GbE, SR, 850nm Wavelength, 300m Reach 4 470-ABOU Dell Networking Cable, 100GbE QSFP28 to QSFP28, Passive Copper Direct Attach Cable, 0.5 Meter 2 470-BBCX Dell Networking, Cable, SFP28 to SFP28, 25GbE,Passive Copper Twinax Direct Attach Cable,3 Meter 12 470-BBCZ Dell Networking, Cable, SFP28 to SFP28, 25GbE,Passive Copper Twinax Direct Attach Cable,5 Meter 12 470-ACLK Dell Networking Cable, OM4 LC/LC Fiber Cable, (Optics required), 5 Meter 4 450-AASX Dell Networking, Jumper Cord, 250V, 12A, 2 Meters, C13/C14, US 2 Page 2 of 6 S5224F Switches Description Price Qty Ext. Price 450-AASX Dell Networking, Jumper Cord, 250V, 12A, 2 Meters, C13/C14, US 2 Subtotal:$25,498.00 Implementation Description Price Qty Ext. Price IMPLEM1 (1) Onsite Resource Fixed Scope White Glove Implementation $0.00 1 $0.00 Subtotal:$0.00 Cost Breakdown Description Qty Cost Breakdown: HW: $15,381.68 SW: $2,216.29 SVC: $7,990.03 Contract Code Description Qty NASPO Contract -C000000878001 Page 3 of 6 TOR Switches Prepared by:Quote Information: The [RE]DESIGN Group Quote #: 004681 Sarah Reynolds (424) 207-1600 sreynolds@redesign-group.com Prepared for: City of Cupertino Tommy Yu tommyy@cupertino.org Version: 1 Delivery Date: 12/13/2023 Expiration Date: 01/04/2024 Quote Summary Description Amount S5224F Switches $25,498.00 Implementation $0.00 Subtotal:$25,498.00 Estimated Tax:$1,404.35 Total:$26,902.35 Acceptance and Incorporation by Reference Acceptance of this Quote is binding and the above item(s) will be purchased in reliance thereon. All sales are final. Payment Terms are Net 30. After orders are placed, a final invoice will be provided that shall include all applicable taxes and shipping charges not included herein. This Order together with the Master Services Agreement and Service Attachments and other terms and conditions identified on Exhibit A, all of which are incorporated herein by reference (collectively, the “Agreement”) is between REDESIGN Group (sometimes referred to as “we,” “us,” “our,” or “Provider”), and the customer found on the signature block at the end of this Order (sometimes referred to as “you,” “your,” or “Client”). This A reement is effective as of the date both parties have signed below (the “Effective Date”). Both Provider and Client are sometimes referred to individually as a “Party”, or together as the “Parties”. Any capitalized terms in this Order not directly defined are referred to in the applicable document identified on Exhibit A of this Order. If there is a conflict between this Order, the Master Services Agreement, any Service Attachment, or Exhibit, this Order will control. By signing or accepting this Order, Client acknowledges, represents, and warrants that it has read and agrees to the terms and conditions identified on Exhibit A to this Order which are incorporated as if fully set forth herein. The parties hereby agree that electronic signatures to this Order shall be relied upon and will bind them to the obligations stated herein. Each party hereby warrants and represents that it has the express authority to execute this Agreement(s). This Order supersedes all prior negotiations, proposals, orders, agreements and communications between the parties regarding Provider’s Services. Provider may make changes to the Agreement at any time. If there are changes, Provider will revise the date at the top of the document. Provider may or may not provide Client with additional notice regarding such changes. Client should review the terms and conditions regularly. Unless otherwise noted, the amended terms and conditions will be effective immediately, and your continued use of the Services thereafter constitute your acceptance of the changes. If you do not agree to the amended terms and conditions, you must stop using the Services immediately. Please note, you may incur a termination fee or other third-party fees, if applicable. You may access the current version of the terms and conditions at any time by visiting http://redesign-group.com/legal. The parties, acting through their authorized officers, hereby execute this Agreement. Page 4 of 6 The [RE]DESIGN Group City of Cupertino Signature: Name: Title: Date: Signature: Name:Tommy Yu Title:IT Manager Date: Page 5 of 6 Exhibit A Agreement Description Master Services Agreement General terms and conditions applicable to all Provider products and services Services Attachment for Managed Services Core managed services including monitoring, remote management, and help-desk Data Processing Agreement Data security and privacy agreement including statutorily required terms Service Level Objectives Targeted response times by tier of severity Schedule of Services Description of managed services offered by Provider Schedule of 3rd Party Services Notice of third-party services and waiver of claims Page 6 of 6 redesign-group.com The [RE]DESIGN Group 2629 Manhattan Ave, Suite 307 Hermosa Beach, CA 90254 The Future Belongs to the Curious Q-004681 Version 2 Wednesday, December 13 Tommy Yu City of Cupertino tommyy@cupertino.org TOR Switches - Phoenix Location City of Cupertino forbySarah Reynolds Technical Inside Sales Representative The [RE]DESIGN Group sreynolds@redesign-group.com Contract Code Description Qty NASPO Contract -C000000878001 S5224F Switches Description Price Qty Ext. Price BUILD (2) Dell S5224F Switches with 60 Months ProSupport 4 Hour $25,498.00 1 $25,498.00 210-APHT Dell EMC S5224F-ON Switch, 24x 25GbE SFP28, 4x 100GbE QSFP28 ports, PSU to IO air, 2x PSU 2 343-BBLP Dell EMC S52XX-ON Series User Guide 2 634-BRWJ OS10 Enterprise, S5224F-ON 2 634-BYIJ OS10 SmartFabric Services 2 818-4983 Dell Hardware Limited Warranty 1 Year 2 892-0646 ProSupport 4-Hour 7x24 Onsite Service 1 Year 2 892-0650 ProSupport 4-Hour 7x24 Onsite Service 4 Years Extended 2 892-0863 ProSupport 4-Hour 7x24 Technical Support and Assistance 5 Years 2 975-3461 Dell Limited Hardware Warranty Extended Year(s)2 989-3439 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355 2 997-6306 Info 3rd Party Software Warranty provided by Vendor 2 825-8623 Certified Deployment Partner T1 or Distributors 2 848-8539 5 Years ProSupport OS10 Enterprise Software Support-Maintenance 2 407-BCZR Dell Networking, Transceiver, SFP+, 10GbE, SR, 850nm Wavelength, 300m Reach 4 470-ABOU Dell Networking Cable, 100GbE QSFP28 to QSFP28, Passive Copper Direct Attach Cable, 0.5 Meter 2 470-BBCX Dell Networking, Cable, SFP28 to SFP28, 25GbE,Passive Copper Twinax Direct Attach Cable,3 Meter 12 470-BBCZ Dell Networking, Cable, SFP28 to SFP28, 25GbE,Passive Copper Twinax Direct Attach Cable,5 Meter 12 470-ACLK Dell Networking Cable, OM4 LC/LC Fiber Cable, (Optics required), 5 Meter 4 450-AASX Dell Networking, Jumper Cord, 250V, 12A, 2 Meters, C13/C14, US 2 Page 2 of 6 S5224F Switches Description Price Qty Ext. Price 450-AASX Dell Networking, Jumper Cord, 250V, 12A, 2 Meters, C13/C14, US 2 Subtotal:$25,498.00 Implementation Description Price Qty Ext. Price IMPLEM1 (1) Onsite Resource Fixed Scope White Glove Implementation $0.00 1 $0.00 Subtotal:$0.00 Cost Breakdown Description Qty Cost Breakdown: HW: $15,381.68 SW: $2,216.29 SVC: $7,990.03 Contract Code Description Qty NASPO Contract -C000000878001 Page 3 of 6 TOR Switches Prepared by:Quote Information: The [RE]DESIGN Group Quote #: 004681 Sarah Reynolds (424) 207-1600 sreynolds@redesign-group.com Prepared for: City of Cupertino Tommy Yu tommyy@cupertino.org Version: 1 Delivery Date: 12/13/2023 Expiration Date: 01/04/2024 Quote Summary Description Amount S5224F Switches $25,498.00 Implementation $0.00 Subtotal:$25,498.00 Estimated Tax:$1,505.68 Total:$27,003.68 Acceptance and Incorporation by Reference Acceptance of this Quote is binding and the above item(s) will be purchased in reliance thereon. All sales are final. Payment Terms are Net 30. After orders are placed, a final invoice will be provided that shall include all applicable taxes and shipping charges not included herein. This Order together with the Master Services Agreement and Service Attachments and other terms and conditions identified on Exhibit A, all of which are incorporated herein by reference (collectively, the “Agreement”) is between REDESIGN Group (sometimes referred to as “we,” “us,” “our,” or “Provider”), and the customer found on the signature block at the end of this Order (sometimes referred to as “you,” “your,” or “Client”). This A reement is effective as of the date both parties have signed below (the “Effective Date”). Both Provider and Client are sometimes referred to individually as a “Party”, or together as the “Parties”. Any capitalized terms in this Order not directly defined are referred to in the applicable document identified on Exhibit A of this Order. If there is a conflict between this Order, the Master Services Agreement, any Service Attachment, or Exhibit, this Order will control. By signing or accepting this Order, Client acknowledges, represents, and warrants that it has read and agrees to the terms and conditions identified on Exhibit A to this Order which are incorporated as if fully set forth herein. The parties hereby agree that electronic signatures to this Order shall be relied upon and will bind them to the obligations stated herein. Each party hereby warrants and represents that it has the express authority to execute this Agreement(s). This Order supersedes all prior negotiations, proposals, orders, agreements and communications between the parties regarding Provider’s Services. Provider may make changes to the Agreement at any time. If there are changes, Provider will revise the date at the top of the document. Provider may or may not provide Client with additional notice regarding such changes. Client should review the terms and conditions regularly. Unless otherwise noted, the amended terms and conditions will be effective immediately, and your continued use of the Services thereafter constitute your acceptance of the changes. If you do not agree to the amended terms and conditions, you must stop using the Services immediately. Please note, you may incur a termination fee or other third-party fees, if applicable. You may access the current version of the terms and conditions at any time by visiting http://redesign-group.com/legal. The parties, acting through their authorized officers, hereby execute this Agreement. Page 4 of 6 The [RE]DESIGN Group City of Cupertino Signature: Name: Title: Date: Signature: Name:Tommy Yu Title:IT Manager Date: Page 5 of 6 Exhibit A Agreement Description Master Services Agreement General terms and conditions applicable to all Provider products and services Services Attachment for Managed Services Core managed services including monitoring, remote management, and help-desk Data Processing Agreement Data security and privacy agreement including statutorily required terms Service Level Objectives Targeted response times by tier of severity Schedule of Services Description of managed services offered by Provider Schedule of 3rd Party Services Notice of third-party services and waiver of claims Page 6 of 6 redesign-group.com The [RE]DESIGN Group 2629 Manhattan Ave, Suite 307 Hermosa Beach, CA 90254 The Future Belongs to the Curious 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. 1001486 132849.13 04-22-2020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 08/11/2023 ANTHONY SEGIL 15315 MAGNOLIA BLVD STE 405 SHERMAN OAKS CA 91403 ANTHONY SEGIL 818-788-1144 818-748-9156 THE DRALA PROJECT, INC DBA [RE] DESIGN-IT, INC. 2629 MANHATTAN AVENUE SUITE 307 HERMOSA BEACH CA 90254 25143 A TECH SERV E&O PROF LIAB CYBER LIAB-DATA BREACH Y PS0000005468903 06/10/2023 06/10/2024 LIMIT OF LIAB $3,000,000 LIMIT OF LIAB $1,000,000 THE CITY OF CUPERTINO, ITS CITY COUNCIL, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS, SERVANTS AND VOLUNTEERS (ADDITIONAL INSUREDS) ARE TO BE COVERED AS ADDITIONAL INSUREDS. 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. CITY OF CUPERTINO 10300 TORRE AVENUE CUPERTINO CA 95014 State Farm Fire and Casualty Company 08/11/2023 Cross Insurance-Wakefield 401 Edgewater Place Suite 100 Wakefield MA 01880 Agency Accounts (781) 914-1000 (781) 224-5777 The Drala Project Inc, DBA: [RE]DESIGN_IT 2629 Manhattan Ave Suite 307 Hermosa Beach CA 90254 Pacific Employers Insurance Co 22748C Ace Property & Casualty Ins Co 20699C CL2311922347 A D97083083 02/02/2023 02/02/2024 1,000,000 1,000,000 5,000 1,000,000 2,000,000 2,000,000 Combined Total AGG 4,000,000 A D97083083 02/02/2023 02/02/2024 1,000,000 B D97081438 02/02/2023 02/02/2024 5,000,000 5,000,000 City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds on Consultants CGL and Automobile liability policies. Waiver of Subrogation applies under General Liability, as required by written contract. City of Cupertino 10300 Torre Avenue Cupertino CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY First Amendment to ReDesign Agreement Final Audit Report 2024-01-19 Created:2024-01-18 By:Marilyn Pavlov (marilynp@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAdiVJLRLrjyxP2fJVryZhSsONGC4UjF2j "First Amendment to ReDesign Agreement" History Document created by Marilyn Pavlov (marilynp@cupertino.org) 2024-01-18 - 8:21:04 PM GMT- IP address: 69.181.168.76 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2024-01-18 - 8:26:25 PM GMT - Time Source: server- IP address: 69.181.168.76 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2024-01-18 - 8:26:53 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2024-01-18 - 9:15:31 PM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to Tommy Yu (tommyy@cupertino.org) for approval 2024-01-18 - 9:15:36 PM GMT Email viewed by Tommy Yu (tommyy@cupertino.org) 2024-01-18 - 9:16:50 PM GMT- IP address: 104.47.73.254 Document approved by Tommy Yu (tommyy@cupertino.org) Approval Date: 2024-01-18 - 9:16:59 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Phil Sanginario (psanginario@redesign-group.com) for signature 2024-01-18 - 9:17:04 PM GMT Email viewed by Phil Sanginario (psanginario@redesign-group.com) 2024-01-18 - 9:17:36 PM GMT- IP address: 40.94.29.126 Document e-signed by Phil Sanginario (psanginario@redesign-group.com) Signature Date: 2024-01-18 - 10:17:11 PM GMT - Time Source: server- IP address: 172.56.185.202 Document emailed to christopherj@cupertino.org for signature 2024-01-18 - 10:17:17 PM GMT Email viewed by christopherj@cupertino.org 2024-01-18 - 10:17:58 PM GMT- IP address: 104.47.74.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2024-01-18 - 10:18:10 PM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2024-01-18 - 10:18:12 PM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to Pamela Wu (pamelaw@cupertino.org) for signature 2024-01-18 - 10:18:17 PM GMT Email viewed by Pamela Wu (pamelaw@cupertino.org) 2024-01-18 - 11:28:38 PM GMT- IP address: 104.47.73.126 Document e-signed by Pamela Wu (pamelaw@cupertino.org) Signature Date: 2024-01-18 - 11:29:06 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2024-01-18 - 11:29:11 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2024-01-19 - 0:36:11 AM GMT- IP address: 104.47.74.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2024-01-19 - 0:36:30 AM GMT - Time Source: server- IP address: 162.245.20.145 Agreement completed. 2024-01-19 - 0:36:30 AM GMT