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24-046 Yord, LLC. for Professional Consultant Agreement
VR Decarb Page 1 of 9 Professional/Consulting Contracts /Version: April 2024 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Yord, LLC (“Contractor”), a Corporation for VR Decarb, and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 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. 2.2 Contractor’s duties and services under this agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2025 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by June 30, 2025. 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. VR Decarb Page 2 of 9 Professional/Consulting Contracts /Version: April 2024 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 $112,000.00 (“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 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. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this VR Decarb Page 3 of 9 Professional/Consulting Contracts /Version: April 2024 Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City, and actual attorney’s fees incurred by City in connection with the above. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. VR Decarb Page 4 of 9 Professional/Consulting Contracts /Version: April 2024 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 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; VR Decarb Page 5 of 9 Professional/Consulting Contracts /Version: April 2024 (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. 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, or 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. VR Decarb Page 6 of 9 Professional/Consulting Contracts /Version: April 2024 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this 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 Teri Gerhardt 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 Adam Rajnoha 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. VR Decarb Page 7 of 9 Professional/Consulting Contracts /Version: April 2024 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 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. VR Decarb Page 8 of 9 Professional/Consulting Contracts /Version: April 2024 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. 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: Teri Gerhardt Email: terig@Cupertino.org To Contractor: Yord, LLC 2108 N St. #6377 Sacramento, CA 95816 Attention: Adam Rajnoha Email: adam@yordstudio.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. SIGNATURES CONTINUE ON THE FOLLOWING PAGE Christopher D. Jensen Teri Gerhardt Teri Gerhardt CTO May 10, 2024 May 10, 2024 Project Charter Project Charter Template Version 1.0Page 1 Project Name: Write out the entire, specific name. Include an acronym if appropriate. VR DECARB Sponsor Bill Mitchell, Ursula Syrova Project Manager Teri Gerhardt Project Objective Statement: What must the project do? By When? Keep this statement to 25 words or less. Make it SMART (Specific, Measurable, Achievable, Relevant, and Time-based). Develop the VR DECARB, a virtual reality (VR) simulation for the community to “walk through” an all-electric home and learn about the home’s features, benefits, and how to decarbonize their home. The virtual home will be a simulated environment where customers can interact with objects sourced from SVCE’s Appliances Assistant. These household features will include (1)an induction cooktop (2) an electric water heater (3) electric vehicle charging (4) a home battery power supply (5) Electric HVAC system. The simulation will start with harmful air particles floating in the air, that are generated from gas appliances. As the user visits each feature, they ‘upgrade’ to all-electric and see the air particles disappear to show the air quality improve. The virtual environment will be a way to develop familiarity with a zero-emissions home without needing any investments. The VR DECARB system will be available at Cupertino festivals, Block Parties and available as requested by the community. The associated software assets can be made available to any SVCE member agency under a Creative Commons or similar open- source license, with the intent to evolve, promote and increase the adoption of VR public engagement tools in SVCE’s service territory. Project Deliverables: What is the project going to produce? Create a list of tangible products that will result from project. The City will contract with a digital media company to produce a high-quality product. This company would: •Create a 3D model of the house. •Program the required motion features and video elements. •Ensure that the program software is compatible with high-quality hardware/equipment. •Add the audio and language options to the VR Experience •capture the user's email during the experience. This will enable the City to send residents "next steps" and direct them to the SVCE eHub (https://svcleanenergy.org/ehub/). •Create the VR Application in a format we can download on each device. The city would need to: •Select and purchase virtual reality goggles and headset. •Hire translation services to make these features available to a broader audience and available in Mandarin and Hindi. •Record and program the voiceover features. Business Reasons: Why is this project important? How does it support the organization? In a recent survey, the City of Cupertino (the City) asked our community to identify the barriers to widespread, effective climate action. One of the top barriers identified was the low level of education and understanding of climate change in the community. By providing an engaging way to learn about decarbonization, the city can address concerns to support increased equity and diversity in the public engagement. Given the many complex choices, money, and emotions involved in upgrading a home, now is the time to bring this advanced technology to the forefront. By educating people about all-electric homes in a familiar setting, we can help people reduce decision paralysis, demystify the home decarbonization process, and create a healthier environment. Creating a virtual reality simulation of a decarbonized home will create this familiar and comfortable setting needed to increase the adoption of electric appliances. EXHIBITS A & B Project Charter Project Charter Template Version 1.0Page 2 We anticipate that over 900 people will be able to experience this virtual reality simulation per year. Here are a few examples of how we have engaged with the community in the past. 1.City events/community festivals: Over 3000 individuals attended the Earth and Arbor Day Festival in 2022, and we expect that number to continue growing in the coming years. 2. Block Leader Parties: a network of Cupertino residents who are not only passionate but are also connected and trusted within their community. Block Leaders host events called Block Parties so neighbors can get to know each other and learn about community resources. 3. Other jurisdiction's events in the SVCE region; - We propose making the VR environment available to other SVCE member agencies under an open-source license. We are excited not only to test the effectiveness of this engagement tactic but also to encourage other agencies to build upon this capability. 4.Pop-up events. - As an extension of tabling at various events, the VR DECARB could be available to share with any community group that wished to have us there as a presenter or tabling partner. We would advertise the availability through various City communication channels, including social media, newsletters, Block Leader meetings, and County jurisdiction meetings. Customer: Who are you doing the project for? Cupertino Residents, Residents in the broader Silicon Valley Clean Energy Region Customer Benefits: What customer requirements does this project address? Relate these to: increase revenue, avoid costs, improve service, and/ or comply with a mandate? Create a short list of customer benefits. Household decarbonization involves personal and complex choices. To address uncertainties, the City of Cupertino plans to enhance community education with engaging virtual reality simulations of all-electric homes, fostering equity and informed decisions. Project Background: Describe how this became a project. What is the primary motivation for this project? Include a brief high level description of the business area, the current situation, the desired situation, and the gaps that exist. Virtual reality (VR) is an effective educational tool that can drive behavior change. VR is memorable, and Silicon Valley communities are receptive to advanced technology as a demonstration tool, as seen in similar projects. The average resident is immersed in high levels of visual stimulation. The project team first considered an engagement experience could be done as a 2D video, which Cupertino has a demonstrated history of producing successfully. The team realized that as streaming video has saturated our day-to-day lives, a more unique experience is needed to generate a memorable activity and promote the desired behavior change. Informed by academic research showing VR is an effective educational tool. Research has shown that a unique experience with educational VR can have a more significant impact on individuals' thoughts and behaviors. Cupertino and the greater Silicon Valley Clean Energy region are known as leaders for their advanced technology. We, as the city, need to keep up with this demand for advanced technology used for engagement and education that can be widely accessible to all individuals. VR is currently being used in many applications such as construction, real estate transactions, interior design, and technical training. Other sustainability efforts have used VR in their engagement efforts, for example the City of Santa Cruz partnered with Stanford’s Virtual Human Interaction Lab to visualize sea level rise in the urban environment. Additionally, Cupertino has implemented several augmented reality (AR) engagement opportunities that have been well received. One of the sources of inspiration for this project came from the 2022 Cupertino Earth and Arbor Day festival, where the most popular partner booth by far was from Camp Integem, a local Cupertino business that provides VR and AR education Project Charter Project Charter Template Version 1.0Page 3 resources for children and teens. This booth attracted hundreds of interested people, and their service offerings are consistently in high demand. This indicates a high level of interest in this approach. Project Scope: In Scope: List areas and functionality included in the project. Out of Scope: List areas and functionality not included in the project. The City will contract with a digital media company to produce a high-quality product. This company would: •Create a 3D model of the house. •Program the required motion features and video elements. •Ensure that the program software is compatible with high-quality hardware/equipment. The city would need to: •Selection and purchase of Virtual reality goggles and headset •Hire translation services to make these features available to a broader audience and available in Mandarin and Hindi. Anything beyond these stated tasks and responsibilities, i.e., any additional tasks not mentioned or not directly contributing to the completion of the project objectives, would be considered out of the project scope. •Record and program the voiceover features. Assumptions and Constraints: What assumptions were made in defining the project? Are there constraints to the execution of project? List any basic assumptions and constraints. •The project will be complete and ready to use for the 6 months after the initial kick off meeting. •Availability of VR Technology: It is assumed that the necessary VR hardware and software, such as VR headsets and motion controllers, will be readily available and compatible with the chosen VR platform. •Adequate Hardware Performance: The VR hardware and equipment are assumed to have sufficient performance capabilities to deliver a smooth and immersive VR experience for users. •Accessibility of 3D Models: The project assumes that accurate and detailed 3D models of the all-electric home are available or can be created to support the VR walk-through. •Technical Expertise: It is assumed that the project team possesses the required technical expertise in VR development, content creation, and software integration. •Compatibility with All-Electric Home Features: The VR walk-through is assumed to accurately represent and showcase the features and functionality of the all-electric home. •Content Development Effort: It is assumed that sufficient time and resources will be allocated for the development of high-quality and interactive VR content for the home walk-through. •Market Acceptance: The project assumes that there is a demand and interest in VR all-electric home walk-throughs from potential buyers and real estate stakeholders. Major Milestone Targets: What events measure progress? E.g. Initiation Approved, Analysis Complete. Milestone Target time frame as related to contract signing UX Story Boards & Wireframes Month 2 Final UX Approval Month 3 Project Charter Project Charter Template Version 1.0Page 4 3D Environment Modeling Month 3 Development of Prototype Month 2 Testing Prototype Month 3 Final Product Development Month 4 Final Testing and Debugging Month 5 Final Product Delivery Month 6 Make Operational Month 6 Payment Schedule: Payment Plan Based on Milestones Milestone UX Story Boards & Wireframes 15% Final UX Approval 10% 1st Prototype Delivery 30% Final Product Delivery 35% Resolution of punch list items after Go-Live or 1 month after Go-Live whichever is longer. 10% Project Team Members Team Member Organization Role Teri Gerhardt City of Cupertino PM Victoria Morin City of Cupertino Sustainability SME Adam Araza City of Cupertino Technical SME Makiko Hong City of Cupertino Technical SME TBD City of Cupertino Communication SME Rei Delgado City of Cupertino Video SME Pete Coglianese City of Cupertino Video SME Moya Developer Consultant PM Moya Developer Consultant Developer Charter Version Number: 1.0 Funding Information Project Budget: $69,545 Person Hours: 220 staff hours Contingency: $42,455 Contract Amount $112,000 EXHIBIT C 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. Unique Market Reference No. B173023C0I45002, B173023C0I45004 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved CONTRACT NUMBERS AND CORRESPONDING LIST OF INSURERS POLICY NUMBER: ESM0039934414 THE INSURED: Yord s.r.o. INCEPTION DATE: 01 May 2024 Coverage:Cyber & Privacy, Professional indemnity E&O Premium:USD12000.00 UMR:B173023C0I45002, of which the insurers are: Lloyd's Insurance Company S.A.79.750000%USD9570.00 Bastion Tower, Marsveldplein 5, 1050 Brussels, Belgium Zurich Insurance Europe AG 12.000000%USD1440.00 Platz der Einheit 2, Frankfurt, 60327, DE Markel Insurance SE 3.750000%USD450.00 Sophienstraße 26, München, 80333, DE HDI Global Specialty SE 3.000000%USD360.00 Podbielskistraße 396, Hannover, 30659, DE Everest Insurance (Ireland) DAC 1.500000%USD180.00 3rd Floor, Huguenot House, 35-38 St. Stephen's Green, Dublin, D02 NY63, IE Coverage:General liability Premium:USD400.00 UMR:B173023C0I45004, of which the insurers are: Lloyd's Insurance Company S.A.73.750000%USD295.00 Bastion Tower, Marsveldplein 5, 1050 Brussels, Belgium Markel Insurance SE 2.500000%USD10.00 Sophienstraße 26, München, 80333, DE Everest Insurance (Ireland) DAC 6.500000%USD26.00 3rd Floor, Huguenot House, 35-38 St. Stephen's Green, Dublin, D02 NY63, IE Zurich Insurance Europe AG 17.250000%USD69.00 Platz der Einheit 2, Frankfurt, 60327, DE Policy certificate Insurance effected through the Coverholder: CFC Europe S.A. Levels 11 and 12, Bastion Tower 5 Place du Champs de Mars 1050 Brussels PLEASE NOTE – This notice contains important information. PLEASE READ CAREFULLY. The Coverholder acts as an agent of Lloyd’s Insurance Company S.A. in performing its duties under the Coverholder Appointment Agreement with the Unique Market Reference stated within this Policy. This Policy comprises a Certificate, the Schedule, Wording and all other provisions and conditions attached and any endorsements issued. The liability of an insurer under this contract is several and not joint with other insurers party to this contract. An insurer is liable only for the proportion of liability it has underwritten. An insurer is not jointly liable for the proportion of liability underwritten by any other insurer. Nor is an insurer otherwise responsible for any liability of any other insurer that may underwrite this contract. The proportion of liability under this contract underwritten by an insurer is shown in this contract. Although reference is made at various points in this clause to “this contract” in the singular, where the circumstances so require this should be read as a reference to contracts in the plural. In Witness whereof this Certificate has been signed by: Authorised Official Please examine this document carefully. If it does not meet your needs, please contact your broker immediately. In all communications the policy number appearing overleaf should be quoted. Unique Market Reference No. B173023C0I45002, B173023C0I45004 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved SCHEDULE POLICY NUMBER:ESM0039934414 UNIQUE MARKET REFERENCES:B173023C0I45002 B173023C0I45004 THE INSURED:Yord s.r.o. ADDRESS:Křižíkova 163/33 0 186 00 Czech Republic THE UNDERWRITERS:Underwritten by Lloyd's Insurance Company S.A. and other insurers THE INCEPTION DATE:00:01 Local Standard Time on 01 May 2024 THE EXPIRY DATE:00:01 Local Standard Time on 01 May 2025 TOTAL PAYABLE:USD13,000.00 Broken down as follows: Premium:USD12,400.00 Policy Administration Fee:USD600.00 TECHNOLOGY SERVICES:Virtual, augmented and metaverse software development. LEGAL ACTION:Worldwide TERRITORIAL SCOPE:Worldwide RETROACTIVE DATE(S): Professional Liability:01 May 2024 REPUTATIONAL HARM PERIOD:12 months INDEMNITY PERIOD (CYBER AND PRIVACY cover only): 12 months WAITING PERIOD:8 hours OPTIONAL EXTENDED REPORTING PERIOD: 12 months for 100% of applicable annualised premium APPROVED CLAIMS PANEL PROVIDERS: Norton Rose Fulbright DAC Beachcroft CMS Cameron McKenna CrowdStrike DOSarrest KPMG Mandiant Symantec CLAIMS MANAGER:CFC Underwriting Limited Please report all new claims to: newclaims@cfc.com CYBER INCIDENT RESPONSE LINE:In the event of an actual or suspected cyber incident please call our Cyber Incident Response Team on the toll Unique Market Reference No. B173023C0I45002, B173023C0I45004 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved free 24-hour hotline number: +44 (0) 208 798 3134 or email cyberclaims@cfc.com CYBER INCIDENT MANAGER:CFC Underwriting Limited WORDING:Technology (RoW) v3.0 ENDORSEMENTS:Complaints Notice (Czech Republic) English Language Agreement Clause Service of Suit Clause Additional Insured Clause (Specified Third Party) Bodily Injury And Property Damage Sub-Limit Clause (Products And Services Liability) War and Cyber War Exclusion Clause Unique Market Reference No. B173023C0I45002, B173023C0I45004 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved SCHEDULE INSURING CLAUSE 1: PROFESSIONAL LIABILITY ALL SECTIONS COMBINED Aggregate limit of liability: USD2,000,000 in the aggregate SECTION A: PRODUCTS AND SERVICES LIABILITY Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses SECTION B: BREACH OF CONTRACT Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses SECTION C: SUB-CONTRACTOR VICARIOUS LIABILITY Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses SECTION D: INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT AND DEFAMATION Limit of liability: USD250,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses SECTION E: REGULATORY COSTS AND FINES Limit of liability: USD250,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses SECTION F: DISHONESTY OF EMPLOYEES Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses SECTION G: PAYMENT OF WITHHELD FEES Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses Unique Market Reference No. B173023C0I45002, B173023C0I45004 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved INSURING CLAUSE 2: NETWORK SECURITY & PRIVACY LIABILITY ALL SECTIONS COMBINED Aggregate limit of liability: USD2,000,000 in the aggregate SECTION A: NETWORK SECURITY LIABILITY Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses SECTION B: PRIVACY LIABILITY Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses SECTION C: MANAGEMENT LIABILITY Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses SECTION D: REGULATORY INVESTIGATION COSTS Limit of liability: USD250,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses SECTION E: PCI FINES, PENALTIES AND ASSESSMENTS Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses INSURING CLAUSE 3: CYBER INCIDENT RESPONSE ALL SECTIONS COMBINED Aggregate limit of liability: USD2,000,000 in the aggregate SECTION A: INCIDENT RESPONSE COSTS Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD0 each and every claim, including costs and expenses Unique Market Reference No. B173023C0I45002, B173023C0I45004 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved SECTION B: LEGAL AND REGULATORY COSTS Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses SECTION C: IT SECURITY AND FORENSIC COSTS Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses SECTION D: CRISIS COMMUNICATION COSTS Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses SECTION E: PRIVACY BREACH MANAGEMENT COSTS Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses SECTION F: THIRD PARTY PRIVACY BREACH MANAGEMENT COSTS Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses SECTION G: POST BREACH REMEDIATION COSTS Limit of liability: USD50,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses INSURING CLAUSE 4: CYBER CRIME SECTION A: ELECTRONIC THEFT OF YOUR FINANCIAL ASSETS NO COVER GIVEN SECTION B: ELECTRONIC THEFT OF THIRD PARTY FUNDS HELD IN ESCROW NO COVER GIVEN SECTION C: THEFT OF PERSONAL FINANCIAL ASSETS NO COVER GIVEN Unique Market Reference No. B173023C0I45002, B173023C0I45004 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved SECTION D: EXTORTION Aggregate limit of liability: USD2,000,000 in the aggregate, including costs and expenses Deductible: USD5,000 each and every claim SECTION E: TELEPHONE HACKING NO COVER GIVEN SECTION F: PUSH PAYMENT FRAUD NO COVER GIVEN SECTION G: UNAUTHORISED USE OF COMPUTER RESOURCES NO COVER GIVEN INSURING CLAUSE 5: SYSTEM DAMAGE AND BUSINESS INTERRUPTION ALL SECTIONS COMBINED Aggregate limit of liability: USD2,000,000 in the aggregate SECTION A: SYSTEM DAMAGE AND RECTIFICATION COSTS Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim SECTION B: DIRECT LOSS OF PROFITS AND INCREASED COST OF WORKING Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim SECTION C: ADDITIONAL INCREASED COST OF WORKING Limit of liability: USD50,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses SECTION D: DEPENDENT BUSINESS INTERRUPTION Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses Unique Market Reference No. B173023C0I45002, B173023C0I45004 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved SECTION E: CONSEQUENTIAL REPUTATIONAL HARM Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses SECTION F: CLAIM PREPARATION COSTS Limit of liability: USD25,000 each and every claim, including costs and expenses Deductible: USD0 each and every claim, including costs and expenses SECTION G: HARDWARE REPLACEMENT COSTS Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim, including costs and expenses INSURING CLAUSE 6: GENERAL LIABILITY SECTION A: PUBLIC LIABILITY Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD1,000 each and every claim, including costs and expenses SECTION B: PRODUCTS LIABILITY Aggregate limit of liability: USD2,000,000 in the aggregate, including costs and expenses Deductible: USD1,000 each and every claim, including costs and expenses SECTION C: PERSONAL AND ADVERTISING INJURY Aggregate limit of liability: USD2,000,000 in the aggregate, including costs and expenses Deductible: USD1,000 each and every claim, including costs and expenses SECTION D: POLLUTION LIABILITY Aggregate limit of liability: USD2,000,000 in the aggregate, including costs and expenses Deductible: USD1,000 each and every claim, including costs and expenses SECTION E: TENANTS’ LEGAL LIABILITY Aggregate limit of liability: USD250,000 in the aggregate, including costs and expenses Deductible: USD1,000 each and every claim, including costs and expenses Unique Market Reference No. B173023C0I45002, B173023C0I45004 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved INSURING CLAUSE 7: COMMERCIAL PROPERTY NO COVER GIVEN INSURING CLAUSE 8: BUSINESS INTERRUPTION NO COVER GIVEN INSURING CLAUSE 9: LOSS MITIGATION Limit of liability: USD2,000,000 each and every claim, including costs and expenses Deductible: USD5,000 each and every claim INSURING CLAUSE 10: REPUTATION AND BRAND PROTECTION Aggregate limit of liability: USD100,000 in the aggregate, including costs and expenses Deductible: USD0 each and every claim INSURING CLAUSE 11: COURT ATTENDANCE COSTS Aggregate limit of liability: USD100,000 in the aggregate, including costs and expenses Deductible: USD0 each and every claim Unique Market Reference No. B173023C0I45002, B173023C0I45004 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved OUR REGULATORY STATUS CFC Europe S.A. is authorised and regulated by the Financial Services and Markets Authority (FSMA). CFC Europe's Firm Reference Number at the FSMA is 0711818068. These details may be checked by visiting the Financial Services and Markets Authority website at www.fsma.be/. Lloyd's Insurance Company S.A. is a Belgian limited liability company (société anonyme / naamloze vennootschap) with its registered office at Bastion Tower, Marsveldplein 5, 1050 Brussels, Belgium and registered with Banque-Carrefour des Entreprises / Kruispuntbank van Ondernemingen under number 682.594.839 RLE (Brussels). It is an insurance company subject to the supervision of the National Bank of Belgium. Its Firm Reference Number(s) and other details can be found on www.nbb.be. HOW TO COMPLAIN - CZECH REPUBLIC We intend to provide an excellent service to you. However, we recognise that there may be occasions when you feel that this has not been achieved. If you are unhappy with any aspect of the service that you receive from us, please contact your insurance broker in the first instance, stating the nature of your complaint, the certificate and/or claim number. Alternatively, you can contact us directly at complaints@cfc.com or please write to: Complaints CFC Europe S.A Levels 11 and 12, Bastion Tower 5 Place du Champs de Mars 1050 Brussels Your complaint will be acknowledged, in writing, within 5 business days of the complaint being made. A decision on your complaint will be provided to you, in writing, within 8 weeks of the complaint being made. If you remain dissatisfied with the final response or if you have not received a final response within 8 weeks of the complaint being made, you may be eligible to refer your complaint to the Czech National Bank. The contact details are as follows: Czech National Bank Consumer Protection Department Na Príkope 862/28 115 03 Prague 1 Czech Republic Reg. No. 48136450 Tel: +420 224 411 111 Fax: +420 224 412 404 Green line Tel: +420 800 160 170 E-mail: spotrebitel@cnb.cz Website: www.cnb.cz/en/public/contacts/complaints-concerning-financial- institutions/index.html Unique Market Reference No. B173023C0I45002, B173023C0I45004 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved If you have purchased your contract online you may also make a complaint via the EU's online dispute resolution (ODR) platform. The website for the ODR platform is www.ec.europa.eu/odr. The existence of this complaints procedure does not affect your right to commence a legal action or an alternative dispute resolution proceeding in accordance with your contractual rights. Unique Market Reference No. B173023C0I45002, B173023C0I45004 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved DATA PROTECTION NOTICE We collect and use relevant information about you to provide you with your insurance cover or the insurance cover that benefits you and to meet our legal obligations. Where you provide us or your agent or broker with details about other people, you must provide this notice to them. The information we collect and use includes details such as your name, address and contact details and any other information that we collect about you in connection with the insurance cover from which you benefit. This information may include more sensitive details such as information about your health and any criminal convictions you may have. In certain circumstances, we may need your consent to process certain categories of information about you (including sensitive details such as information about your health and any criminal convictions you may have). Where we need your consent, we will ask you for it separately. You do not have to give your consent and you may withdraw your consent at any time. However, if you do not give your consent, or you withdraw your consent, this may affect our ability to provide the insurance cover from which you benefit and may prevent us from providing cover for you or handling your claims. The way insurance works means that your information may be shared with, and used by, a number of third parties in the insurance sector for example, insurers, agents or brokers, reinsurers, loss adjusters, sub-contractors, regulators, law enforcement agencies, fraud and crime prevention and detection agencies and compulsory insurance databases. We will only disclose your personal information in connection with the insurance cover that we provide and to the extent required or permitted by law. We will process individual insured’s details, as well as any other personal information you provide to us in respect of your insurance cover, in accordance with our privacy notice and applicable data protection laws. To enable us to use individual insured’s details in accordance with applicable data protection laws, we need you to provide those individuals with certain information about how we will use their details in connection with your insurance cover. You agree to provide to each individual insured this notice, on or before the date that the individual becomes an individual insured under your insurance cover or, if earlier, the date that you first provide information about the individual to us. We are committed to using only the personal information we need to provide you with your insurance cover. To help us achieve this, you should only provide to us information about individual insureds that we ask for from time to time. You have rights in relation to the information we hold about you, including the right to access your information. If you wish to exercise your rights, discuss how we use your information or request a copy of our full privacy notice, please contact us directly at dataprotection@cfc.com. For more information about how we use your personal information please see our full privacy notice, which is available online on our website at: http://www.cfc.com/privacy Unique Market Reference No. B173023C0I45002, B173023C0I45004 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved ENGLISH LANGUAGE AGREEMENT CLAUSE ATTACHING TO POLICY NUMBER: ESM0039934414 THE INSURED:Yord s.r.o. WITH EFFECT FROM:01 May 2024 I hereby confirm my request that the present document and any other document and correspondence pertaining to the present insurance be in the English language. SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY Unique Market Reference No. B173023C0I45002, B173023C0I45004 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved SERVICE OF SUIT CLAUSE ATTACHING TO POLICY NUMBER: ESM0039934414 THE INSURED:Yord s.r.o. WITH EFFECT FROM:01 May 2024 We agree that all summonses, notices or processes requiring to be served upon us for the purpose of instituting any legal proceedings against us in connection with this Insurance will be properly served if addressed to us and delivered to us care of: AdaStone SRL Chaussée de la Hulpe 166 1170 Brussels Belgium who in this instance, have authority to accept service on our behalf. By giving the above authority we do not renounce our right to any special delays or periods of time to which we may be entitled for the service of any such summonses, notices or processes by reason of our residence or domicile. SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY Unique Market Reference No. B173023C0I45002, B173023C0I45004 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved ADDITIONAL INSURED CLAUSE (SPECIFIED THIRD PARTY) ATTACHING TO POLICY NUMBER: ESM0039934414 THE INSURED:Yord s.r.o. WITH EFFECT FROM:01 May 2024 It is understood and agreed that the following amendments are made to this Policy: 1.The following DEFINITION is added: “Additional insured” means: NEOM Saudi Arabia City of Cupertino US 2.In respect of the “Additional insureds” CONDITION, additional insureds are included as a third party. 3.The following CONDITION is added: Notice of cancellation to additional insureds If we give you notice of cancellation in accordance with the “Cancellation” CONDITION, we will endeavor to provide the same notice of cancellation to the additional insureds; however, not doing so will not place any additional liability upon us.SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY Unique Market Reference No. B173023C0I45002, B173023C0I45004 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved BODILY INJURY AND PROPERTY DAMAGE SUB-LIMIT CLAUSE (PRODUCTS AND SERVICES LIABILITY) ATTACHING TO POLICY NUMBER: ESM0039934414 THE INSURED:Yord s.r.o. WITH EFFECT FROM:01 May 2024 It is understood and agreed that in respect of INSURING CLAUSE 1 (SECTION A only), the following sub-limit will apply to all claims arising out of bodily injury or property damage, and not the applicable limit of liability stated in the Schedule: Limit of liability:USD 250,000 each and every claim, including costs and expenses. This sub-limit is a part of and not in addition to the applicable limit of liability. SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY Unique Market Reference No. B173023C0I45002, B173023C0I45004 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved WAR AND CYBER WAR EXCLUSION CLAUSE ATTACHING TO POLICY NUMBER: ESM0039934414 THE INSURED:Yord s.r.o. WITH EFFECT FROM:01 May 2024 It is understood and agreed that the following amendments are made to this Policy: 1. The "War" EXCLUSION is deleted in its entirety and replaced with the following: War and cyber war arising directly or indirectly out of: a.war; or b.cyber war. However, part b. above will not apply to: a. the INCIDENT RESPONSE COSTS SECTION; and b. that part of any claim relating to any computer systems which are physically located outside of an impacted state. 2. The following DEFINITIONS are added: "Cyber war" means any unauthorised access to or electronic attack on computer systems, carried out by or on behalf of a state, that directly results in another state becoming an impacted state. "Impacted state" means any state that suffers a major detrimental impact on its: a. ability to function; or b. defence and security capabilities; as a direct result of any unauthorized access to or electronic attack on computer systems, carried out by or on behalf of another state. "State" means sovereign state. "War" means any physical: a. war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war is declared or not), civil war, rebellion, insurrection, civil commotion assuming the Unique Market Reference No. B173023C0I45002, B173023C0I45004 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved proportions of or amounting to an uprising, military or usurped power; or b. action taken in controlling, preventing, suppressing or in any way relating to a. above. SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY Professional Consultant Agreement with Yord, LLC. Final Audit Report 2024-05-10 Created:2024-05-10 By:Marilyn Pavlov (marilynp@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAF3D_NuvT0uXHdsKWyWJEEoKYf6mswDpw "Professional Consultant Agreement with Yord, LLC." History Document created by Marilyn Pavlov (marilynp@cupertino.org) 2024-05-10 - 0:23:28 AM GMT- IP address: 69.209.31.163 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2024-05-10 - 0:25:50 AM GMT - Time Source: server- IP address: 69.209.31.163 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2024-05-10 - 0:25:52 AM GMT Marilyn Pavlov (marilynp@cupertino.org) added alternate approver Teri Gerhardt (terig@cupertino.org). The original approver Araceli Alejandre (aracelia@cupertino.org) can still approve. 2024-05-10 - 2:51:06 PM GMT- IP address: 64.165.34.3 Document emailed to Teri Gerhardt (terig@cupertino.org) for approval 2024-05-10 - 2:51:06 PM GMT Email viewed by Teri Gerhardt (terig@cupertino.org) 2024-05-10 - 2:55:31 PM GMT- IP address: 104.47.73.254 Document approved by Teri Gerhardt (terig@cupertino.org) Approval Date: 2024-05-10 - 2:55:41 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Christopher Jensen (christopherj@cupertino.org) for signature 2024-05-10 - 2:55:42 PM GMT Email viewed by Christopher Jensen (christopherj@cupertino.org) 2024-05-10 - 2:58:20 PM GMT- IP address: 104.47.73.254 Signer Christopher Jensen (christopherj@cupertino.org) entered name at signing as Christopher D. Jensen 2024-05-10 - 3:15:59 PM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2024-05-10 - 3:16:01 PM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to Bill Mitchell (billm@cupertino.org) for signature 2024-05-10 - 3:16:03 PM GMT Marilyn Pavlov (marilynp@cupertino.org) added alternate signer terig@cupertino.gov. The original signer Bill Mitchell (billm@cupertino.org) can still sign. 2024-05-10 - 3:27:53 PM GMT- IP address: 64.165.34.3 Document emailed to terig@cupertino.gov for signature 2024-05-10 - 3:27:54 PM GMT Email viewed by terig@cupertino.gov 2024-05-10 - 4:00:18 PM GMT- IP address: 146.75.154.0 Signer terig@cupertino.gov entered name at signing as Teri Gerhardt 2024-05-10 - 4:01:28 PM GMT- IP address: 64.165.34.3 Document e-signed by Teri Gerhardt (terig@cupertino.gov) Signature Date: 2024-05-10 - 4:01:31 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2024-05-10 - 4:01:32 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2024-05-10 - 4:09:01 PM GMT- IP address: 104.28.123.101 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2024-05-10 - 4:09:26 PM GMT - Time Source: server- IP address: 73.241.178.249 Agreement completed. 2024-05-10 - 4:09:26 PM GMT