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17-143 GovInvest, Inc., Software-As-A-ServicesTECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT AGREEMENT BETWEEN THE CITY OF CUPERTINO AND GOVINVEST INC. FOR SOFTWARE-AS-A-SERVICE THIS AGREEMENT, is entered into this 22n d day of August 2017, by and between the CITY OF CUPERTINO, a California municipal corporation ("City"), and GOVINVEST INC a pension technology corporation whose address is 3625 Del Amo Boulevard, Suite 110, Torrance, CA 90503 ( "Software Provider") (collectively referred to as the "Parties"). RECITALS : The following Recitals are a subs tantiv e portion of this Agreement: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California. B. Software Provider is specially trained, experienced and competent to perform the special services which will be required by this Agreement. C. City and Software Provider desire to enter into an agreement for Software Provider's provision of software-as-a-service (SaaS) pertaining to City's on.line systems. Through this Agreement, Software Provider shall provide to City use of the standard pension module and other post-employment benefits module of the total liability calculator relating to the City's network. The full scope of services covered by this agreement is described in the attad1ed Appendix A: Service Level Agreement (the "SLA"). NOW, THEREFORE, the Parties mutually agree as follows: 1. TERM The term of this Agreement shall commence on 8/15/2017. The term of this Agreement is Five years, unless the Agreement is terminated prior thereto under the provisions of Section 16, below. Page 1 of 23 \. , 2. SCOPE OF SERVICES AND CONDITIONS THEREOF Subject to the terms and conditions set forth in this Agreement, Software Provider shall perform each and every service to the schedule of performance set forth in the SLA ( collectively "Services"), as described below. A . Responsibilities of Software Provider. Software Provider shall provide the software services as further described in the SLA. The Services provided under this Agreement shall include (a) any software, plug-ins or extensions related to the Services or upon which the Services are based including any and all updates, upgrades, bug fixes, dot releases, version upgrades or any similar changes that may be made available to the Software Provider from time to time (the "Software"), (b) any and all technical documentation necessary or use of the Services, in hard copy form or online (the "Documentation"), ( c) regular maintenance of Software Provider's system, and ( d) other technology, user interfaces, know-how and other trade secrets, techniques, designs, inventions, data, images, text, content, APis, and tools provided in conjunction with the Services. B. Equipment. If necessary to enable Software Provider to fulfill its obligations under the SLA, Software Provider shall, at its sole cost and expense, furnish all facilities, personnel and equipment to City necessary to provide the Services (the "Equipment"). City agrees, if necessary, to install the Equipment at the location(s) and in the manner specified by Software Provider and as directed by Software Provider. Any Equipment installed by City is a part of the Service and loaned to City by Software Provider, not sold. City agrees to return the Equipment to Software Provider at the termination of this Agreement in an undamaged condition, less ordinary wear and tear. c. Registration. Prior to using the Services, City shall identify the administrative users for its account (" Administrators"). Each Administrator will be provided an administrator ID and password. D. License Grant. Software Provider hereby grants City a license to use the Software and the Documentation for the permitted purpose of accessing the Services . E. Reservation of Rights and Data Ownership. City shall own all right, title and interest in its data that is related to the services provided by this contract. Software Provider shall not access City user accounts or City data, Page 2 of23 except (1) as essential to fulfillment of the objectives of this Agreement, (2) in response to service or technical issues, or (3) at City's written request. F. Data Protection. In carrying out the Services, Software Provider shall endeavor to protect the confidentiality of all confidential, non-public City data ("City Data") as follows : 1. Implement and maintain appropriate security measures to safeguard against unauthorized access, disclosure or theft of City Data in accordance with recognized industry practice. 2. City Data shall be encrypted at rest and in transit with controlled access . Unless otherwise stipulated, Software Provider is responsible for encryption of the City Data. 3 . Software Provider shall not use any City Data collected by it in connection with the Service for any purpose other than fulfilling the obligations w1der this Agreement. G. Software Ownership. Software Provider owns the Services, Software, Documentation, and any w1derlying infrastructure provided by Service Provider in connection with this Agreement. City acknowledges and agrees that (a) the Services, any Software and Documentation are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, (b) Software Provider retains all right, title and interest (including, without limitation, all patent, copyright, trade secret and other intellectual property rights) in and to the Services, the Software, any Documentation, any other deliverables, any and all related and underlying technology and any derivative works or modifications of any of the foregoing, including, without limitation, ( c) the Software and access to the Services are licensed on a subscription basis, not sold, and City acquires no ownership or other interest in or to the Services, the Software or the Documentation other than the license rights expressly stated herein, and ( d) the Services are offered as an on-line, hosted solution, and that City has no right to obtain a copy of the Services. H. Restrictions . City agrees not to, directly or indirectly: (i) modify, translate, copy or create derivative works based on the Service or any element of the Software, (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein or block or disrupt any use or enjoyment of the Services by any third party, (iii) attempt to gain unauthorized access to the Services or their related systems or networks or Page 3 of23 (iv) remove or obscure any proprietary or other notice contained in the Services, including on any reports or data printed from the Services. 1. Security Incident. In the event a data breach occurs with respect to City Data, Software Provider shall immediately notify the appropriate City contact by telephone in accordance with the agreed upon security plan or security procedures if it reasonably believes there has been a security incident. Software Provider shall (1) cooperate with City to investigate and resolve the data breach, (2) promptly implement necessary remedial measures, if necessary, and (3) document responsive actions taken related to the data breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary. J. Notification of Legal Requests. Software Provider shall contact City upon receipt of any electronic discovery, litigation holds, discovery searches and expert testimonies related to City Data. Software Provider shall not respond to subpoenas, service of process and other legal requests related to City without first notifying City, unless prohibited by law from providing such notice. K. Responsibilities and Uptime Guarantee. Software Provider shall be responsible for the acquisition and operation of all hardware, software and network support related to the services being provided. The technical and professional activities required for establishing, managing and maintaining the environments are the responsibilities of Software Provider. The system shall be available for City's use on a 24/7/365 basis (with agreed-upon maintenance downtime). L. Subcontractor Disclosure. Software Provider shall identify all of its strategic business parh1ers related to services provided under this Agreement, including all subcontractors or other entities or individuals who may be a party to a joint venture or similar agreement with Software Provider, and who shall be involved in any application development and/or operations. M. Business Continuity and Disaster Recovery. Software Provider shall · provide to City a written business continuity and disaster recovery plan prior to or at the time of execution of this agreement and shall ensure that it meets City's recovery time objective (RTO) of four ( 4) hours or less. N. Compliance with Accessibility Standards. Software Provider shall comply with and adhere to the Americans with Disabilities Act of 1990 (42 u.s.c. § 12101). Page 4 of23 o. Web Services. Software Provider shall use Web services exclusively to interface with City Data in near real time when possible. P. Encryption of Data at Rest. Software Provider shall ensure hard drive encryption consistent with validated cryptography standards as referenced in FIPS 140-2, Security Requirements for Cryptographic Modules for all personal data, unless City approves the storage of personal data on Software Provider's portable device in order to accomplish work as defined in the statement of work. 3. COMPENSATION TO SOFTWARE PROVIDER Software Provider shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed Sixty-six thousand three hundred sixty dollars and fifty-one cents ($66,360.51). The payments specified in this section shall be the only payments to be made to Software Provider for services rendered pursuant to this Agreement. Software Provider shall invoice City according to the following schedule of milestones/ deliverables: 1 st Year Licensing Fee and $17,775 Upon execution of Implementation Cost this Agreement 2nd Year Licensing $11,613.25 September 2018 Fee 3rd Year Licensing $11,961.65 September 2019 Fee 4th Year Licensing $12,320 .50 September 2020 Fee 5 1h Year Licensing $12,690.11 September 2021 Fee City shall pay Contractor within thirty (30) days after receipt of Service Provider's invoice. City shall return to Contractor any payment request determined not to be a proper payment request as soon as practicable, but not later than seven (7) days after receipt, and shall explain in writing the reasons why the payment request is not proper. Page S of23 4. TIME IS OF THE ESSENCE Software Provider and City agree that time is of the essence regarding the performance of this Agreement. 5. LICENSES; PERMITS; ETC. Software Provider represents and warrants to City that it has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required to carry out the purposes of this Agreement. 6. ASSIGNMENTS . Software Provider may assign, sublease, or transfer this Agreement, or any interest therein, to a third party with the prior written consent of City. Such consent shall not be unreasonably withheld. City's withholding of consent shall be deemed reasonable if it appears that the intended assignee in question is not financially or technically capable of performing Software Provider's obligations under this Agreement, or if City has reason to conclude that the proposed assignee is otherwise incapable of fulfilling Software Provider's duties hereunder. 7. INDEPENDENT PARTIES City and Software Provider intend that the relationship between them created by this Agreement is that of independent contractor. No civil service status or other right of employment will be acquired by virtue of Software Provider's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers!..compensation plans, vacation and sick leave are available from City to Software Provider, its employees or agents . Software Provider is not a "public official" for purposes of Government Code §§ 87200 et seq. 8. IMMIGRATION REFORM AND CONTROL ACT (IRCA) Software Provider assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal or state rules and regulations . Software Provider shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Software Provider. Page 6 of 23 9. NON-DISCRIMINATION Consistent with City's policy prohibiting harassment and discrimination, Software Provider agrees that neither it nor its employee or subcontractors shall harass or discriminate against a job applicant, a City employee, or a citizen on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, sexual orientation, or any other protected class status. Software Provider agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 10 . INTELLECTUAL PROPERTY INDEMNIFICATION Software Provider agrees to, at its expense, defend and/or settle any claim made by a third party against City alleging that the City's use of the Services infringes such third party's United States patent, copyright, trademark or trade secret (an "IP Claim"), and pay those amounts finally awarded b y a court of competent jurisdiction against City with respect to such IP Claim. 11 . DUTY TO INDEMNIFY AND HOLD HARMLESS Software Provider shall indemnify, defend, and hold harmless City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including for any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional, consequential or otherwise, arising out, pertaining to, or related to the performance of this Agreement by Software Provider or Software Provider's employ ees, officers, officials, agents or independent contractors, except where such liability arises solely as a result of the active negligence or tortious conduct of City of its agent. Such costs and expenses shall include reasonable attorneys' fees of cow1sel of City's choice, expert fees and all other costs and fees of litigation. The provisions of this Section survive the completion of the Services or termination of this Contract. 12 . INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement, Software Provider shall furnish City with certificates showing the type, amow1t, cla s s of operations covered, effective dates and dates of expiration of insurance coverage in compliance w ith the Page 7 of23 requirements listed in Appendix "B". Software Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement. B. Subrogation Waiver. Software Provider agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Software Provider shall look solely to its insurance for recovery. Software Provider hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Software Provider or City with respect to the services of Software Provider herein, a waiver of any right to subrogation whid1 any such insurer of said Software Provider may acquire against City by virtue of the payment of any loss under such insurance. 13. RECORDS Software Provider shall maintain internal records reflecting that the Services were performed by Software Provider hereunder in accordance with customary recordkeeping practices in the software development industry. Software Provider shall provide free access to such records to the representatives of City or its designee' s at all reasonable and proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary. No such examination and audit shall give City the right to access records relating to other Software Provider customers. Such records · shall be maintained for a period of three (3) years after Software Provider receives final payment from City for all services required under this agreement. 14. NONAPPROPRIATION This Agreement is subject to the fiscal prov1s1ons of the Cupertino Mwucipal Code and Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that fw1ds are only appropriated for a portion of the fiscal year and funds for tlus Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. Page 8 of23 15. NOTICES All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after deposit in the U.S. Mail, postage prepaid, addressed as hereinafter provided. All notices, demands, requests, or approvals shall be addressed as follows: TO CITY: City of Cupertino_ 10300 Torre Ave. Cupertino CA 95014 Attention: Bill Mitchell Copy to : Randolph Hom, Esq . City Attorney, City of Cupertino 20410 Town Center Lane, Suite 210 Cupertino, CA 95014-3255 TO SOFTWARE PROVIDER: Govinvest Inc. 3625 Del Amo Boulevard Suite 110 Torrance, CA 90503 Attention: Jasmine Nachtigall-Fournier 16. TERMINATION A. Basis for Termination. In the event Software Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Software Provider shall be deemed in default in the performance of this Agreement. If Software Provider fails to cure the default within the time specified and according to the requirements set forth in City's written notice of default, and in addition to any other remedy available to the City by law, the City Manager may terminate the Agreement b y giving Software Provider written notice thereof, which shall be effective immediately. The City Manager shall also have the option, at its sole discretion and without cause, of terminating this Agreement by giving Page 9 of23 seven (7) calendar days' prior written notice to Software Provider as provided herein. Upon receipt of any notice of termination, Software Provider shall immediately discontinue performance. B. Pro Rata Payments. City shall pay Software Provider for services satisfactorily performed up to the effective date of termination. In such event, a calculation of the amounts due shall be deemed correct as computed on a pro rata basis with compensation provided for the period of service paid as a percentage of the total contract amount. C. Handling of City Data. In the event of a termination of this Agreement, Software Provider shall implement an orderly return of City data in a CSV or another mutually agreeable format at a time agreed to by the parties and the subsequent secure disposal of City data. During any period of service suspension, Software Provider shall not take any action to intentionally erase any City data for a period of 30 days after the effective date of termination, unless authorized by City. City shall be entitled to any post-termination assistance generally made available with respect to the Services; unless a unique data retrieval arrangement has been established as part of the SLA. Software Provider shall securely dispose of all requested data in all of its forms, such as disk, CD/ DVD, backup tape and paper, when requested by City . Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology (NIST)-approved methods. Certificates of destruction shall be provided to City. 17. WARRANTY AND WARRANTY DISCLAIMER Software Provider warrants that, (i) the services shall be provided in a diligent, professional, and workmanlike manner in accordance with industry standards, (ii) the services provided under this agreement do not infringe or misappropriate any intellectual property rights of any third party, and (iii) the services shall substantially perform in all material respects as described in the SLA in the event of any breach of section (iii), above, Software Provider shall, as its sole liability and your sole remedy, repair or replace the services that are subject to the warranty claim at no cost to City or if Software Provider is unable to repair or replace, then it will refund any pre-paid fees for services not rendered. Except for the warranty described in this section, the services are provided without warranty of any kind, express or implied including, but not limited to, the implied Page 10 of23 warranties or conditions of design, merchantability, fitness for a particular purpose, and any warranties of title and non-infringement. 18. COMPLIANCE 19. Software Provider shall comply with all state or federal laws and all ordinances, rules, policies and regulations enacted or issued by City. CONFLICT OF LAW This Agreement shall be interpreted w,der, and enforced by the laws of the State of California excepting any d,oice of law rules which may direct the application of laws of another jurisdiction. Any suits brought pursuant to this Agreement shall be filed with the Superior Court for the County of Santa Clara, State of California. 20. ADVERTISEMENT Software Provider shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed w,der this Agreement unless prior written approval has been secured from City to do otherwise. 21. INTEGRATED CONTRACT This Agreement, including all appendices, represents the full and complete w,derstanding of every kind or nature whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Software Provider. 22. AUTHORITY The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed. Page 11 of23 SOFTWARE PROVIDER Govlnvest Inc . ~M · -n~ ciy: Jasmine Nachti all-Fournier Title: President Date: 8/2/17 CITY OF CUPERTINO A Municipal Corporation By~v{_~ Title (!,rel Date 8.41 /I~ ~, D Over $175,000-Council Approval Rej,.uired [D' Over $45,000-Deparhnent Head Approval Required D Up to $45,000-Designated Supervisor Approval Required Pa ge 12 of23 RECOMMENDED FOR APPROVAL ~ Ap ,pL ·w ,®!: Name, Title APPROVED AS TO FORM: & City Attorney Randolph Hom ATTEST: ~dt v City Clerk f --2~ 17 Exhibits: Appendix A: Service Level Agreement Appendix B: Insurance Requirements and Proof of Insurance Page 13 of23 Contract No . --- Appendix A: Service Level Agreement ("SLA") Saas Licensing Agreement -···~ .. ·· z:;~/ Attention: City of Cupe1tino Prepared by: Nick Soh, Executive Account Manager June 20, 2017 14 Contract No. --- Summary of Services and Implementation Customer : Kristina Alfaro, Administrative Services Director Bill Mitchel, Chief Technology Officer Nidhi Mathur, Applications Manager 10300 ToITe Ave Cupertino , CA 95014 kristinaa@cupe1tino.org (408)-777-3220 Services : Service Capacity: Use of the Standard Pension Module and Other Post-Employment Benefits Module of the Total Liability Calculator (the "Service(s)"). Service Fees: Pension Module: $7,450 per year, OPEB Module: $3,825 per year. Annual fee will increase by the greater of the US CPI or 3 % each consecutive year, and payable in advance subject to the tenns of Section 4 herein. Initial Term: Five years from Effective Date. Implementation Services: Company will use commercially reasonable eff01ts to provide Customer the services described in accordance with the te1ms herein, and Customer shall pay Company the Implementation Fee in accordance with the te1ms herein. Pension Implementation Fee (One-Tin1e): $2,200 . OPEB Implementation Fee (One-Time): $4,500. SERVICE AGREE1\1ENT This SaaS Services Agreement ("Agreement") is entered into on this 20th day of June, 2017 (the "Effective Date") between Govlnvest, Inc. ("Company"), and the Customer listed above ("Customer"). This Agreement includes and incorporates the above Summary of Services and Implementation, as well as the attached Te1111s and Conditions and contains, among other things, waiTanty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different or additional terms of any purchase order, confirmation or similar f01m, even if signed by the paities before or after the date hereof. Govlnvest Inc. City of Cupertino 15 Contract No. --- By: --------------By: ---------------Name: Jasmine Nachtigall-Foumier N arn e : -------------- Title: President Title : --------------Date: June 20, 2017 Date: -------------- TERMS AND CONDITIONS 1. SA .. AS SERVICES AND SlJPPORT 1.1 Subject to the terms ofthis Agreement, Company will use conunercially reasonable efforts to provide Customer the Services in accordance with the Service Level Te1ms attached hereto as Exhibit A. As pai1 of the registration process , Customer will identify an administrative user name and password for Customer 's account. Company reserves the right to refuse registration or cancel passwords it deems inappropriate. 1.2 Subject to the te1ms hereof, Company will provide Customer with reasonable technical suppm1 services in accordance with the tem1s set fo11h in Exhibit B. 2. RESTRICTIONS AND RESPONSIBILITIES 2.1 Customer will not , directly or indirectly; reverse engineer , decompile , disassemble or otherwise attempt to discover the source code, object code or underlying stiucture, ideas , know-how or algorithms relevant to the Services or any software , documentation or data related to or used to provide the Services ("Software "); modify , translate , or create de1ivative works based on the Services or any Software ( except to the extent expressly pe1mitted in writing by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third pai1y; or remove any proprietary notices or labels. 2.2 Fm1her, Customer shall not expo11 or re-export , either directly or indirectly, the Software or any copies thereof in such manner as to violate the expo11 laws and regulations of the United States or any other applicable jmisdiction in effect from time to time (including , without limitation, when such expo11 or re-expm1 requires an export license or other governmental appro val without fir st obtaining such license or appro val). Without limiting the foregoing , Customer shall not permit any third parties to access or use the Services in violation of any United States expo11 embargo , prohibition, or restriction. 2.3 Customer hereby agrees to indemnify and hold harmless Company against any damages , losses, liabilities , settlements and expenses (including without limitation costs and attorney 's fees) in connection w ith an y claim or action that arise s from Customer 's failure to compl y with the te1ms of this Agreement or otherwise from Customer 's use of Services. Although Company has no obligation to monitor Customer 's use of the Services , Company may do so. Company reserves the right, in its sole discretion, to prohibit or suspend Customer 's use of the Services at any time Compan y believes such use to be in violation of this Agreement or otherwise harmful to the Service. 2.4 Customer shall be responsible for obtaining and maintaining an y equipment and ancillary services needed to connect to, access or otherwise use the Services , including , without limitation, modems , hardware , serv ers , software , operating systems , n etworking , w eb 16 Contract No. --- servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer 's knowledge or consent. 3. CONFIDENTIALITY; PROPRIETARY RIGHTS 3 .1 One party (the "Receiving Patty") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial infonnation relating to the Disclosing Patty's business (hereinafter referred to as "Proprietary Information" of the Disclosing Paity). Proprietary Information of Company includes non-public infornrntion regarding features, functionality and performance of the Service. Proprietary Inforn1ation of Customer includes non-public data ("Customer Data") provided by Customer to Company to enable the provision of the Services. The Receiving Paity agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use ( except in performance of the Services or as otherwise pennitted herein) or divulge to any third paity any such Proptietary Information. The Disclosing Patty agrees that the foregoing shall not apply with respect to any infornrntion after five (5) years following the disclosure thereof or any info1mation that the Receiving Patty can document (a) is or becomes generally available to the public, without any action by, or involvement of, the Receiving Party or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or ( c) was rightfully disclosed to it without rest1iction by a third party, or ( d) was independently developed without use of any Proprietary Infornrntion of the Disclosing Party or (e) is required to be disclosed by law. The Receiving Patty acknowledges that in the event of a breach of Section 3.1 by the Receiving Party, substantial injury could result to the Disclosing Party and money damages will not be a sufficient remedy for such breach. Therefore, in the event that the Receiving Party engages in, or threatens to engage in, any act which violates Section 3.1 , the Disclosing Party will be entitled, in addition to all other remedies which may be available to it under law, to seek injunctive relief (including, without limitation, temporary restraining orders, or preliminary or pe1manent injunctions) and specific enforcement of the tern1s of Section 3 .1. The Disclosing Party will not be required to post a bond or other security in connection with the granting of any such relief. 3 .2 Company shall own and retain all rights, title and interest in and to: (i) the Services and Software, together with all improvements, enhancements, modifications, changes, translations , compilation, and derivative works thereto, (ii) any software, applications, inventions or other technology developed in connection with In1plementation Services or suppott, (iii) any analytics generated through Customer 's use of the Services , including but not limited to , any data , materials , information , and reports ("Analytics ") and (iv) all intellectual prope1ty rights related to any of the foregoing . Company hereby grants Customer a non-exclusive, non-transferable and non-sublicensable license to access and use the Analytics. 3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and perfotmance of various aspects of the Services and related systems and technologies (including, without linutation, infonnation concerning Customer Data and data derived therefrom), and Company will be free ( during and after the tetm hereof) to: (i) use such infonnation and 17 Contract No. --- data to improve and enhance the Services and for other development, diagnostic and corTective purposes in connection with the Services and other Company offerings, (ii) disclose such data solely in aggregate or other de-identified fo1m in cohnection with its business, and (iii) disclose, share, license, or resell Analytics to third parties for consideration. No rights or licenses are granted except as expressly set forth herein. 4. PAYMENT OF FEES 4.1 Customer will pay Company the then applicable fees described in the Summary of Services and Implementation in accordance with the terms therein (the "Fees"). If Customer 's use of the Services exceeds the Service Capacity set fo1th in the Summary of Services and Implementation or otherwise requires the payment of additional fees (per the te1ms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then current Renewal Te1m , upon thi1iy (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company 's customer suppo1t department. 4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thi1ty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum pennitted by law, whichever is lower, plus all expenses of collection and may result in immediate tem1ination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company 's net income. 5 . TERJv1 A.ND TERJ\1INATION 5.1 Subject to earlier termination as provided below, the Initial Tem1 of this Agreement shall be for a period specified in the Summary of Services and Implementation (the "Initial Term"). Upon the expiration of the Initial Term , this agreement shall automatically renew for additional periods of the same duration as the Initial Term ( each a "Renewal Term "). The Initial Term and the Renewal Term are collectively referred to herein as the "Term." 5 .2 In addition to any other remedies it may have, either patty may terminate this Agreement upon thirty (30) days written notice (or without notice in the case of nonpayment), if the other patty mate1ially breaches any of the te1ms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive te1mination, including, without limitation, accrned rights to payment, confidentiality obligations, WatTanty disclaimers, and limitations of liability. 6. WARRANTY AND DlSCLAIT\fER Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and inte1ruptions in the Services and shall perfom1 the Implementation Services in a professional and workmanlike manner 18 Contract No. __ _ as expressed in Exhibit C. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third - pariy providers , or because of other causes beyond Company 's reasonable control , but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Company does not waITant that the Services will be uninterrupted or eITor free; nor does it make any waITanty as to the results that may be obtained from use of the Services . EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES, THE ANALYTICS , AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS " AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO , IMPLIED WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 7. INDEN1"\ITY Company shall hold Customer harmless from liability to third pariies resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opp01iunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing . The foregoing obligations do not apply with respect to p01iions or components of the Service (i) not supplied by Company, (ii) made in whole or in pari in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being infonned of modifications that would have avoided the alleged infringement, or (vi) where Customer's use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jmisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non -infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable , terminate this Agreement and Customer 's rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service . 8. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INWRY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS , AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF 19 Contract No. __ _ SUBSTITUTE GOODS , SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY 'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS AS SOCIA TED WITH ALL OTHER CLAIMS , EXCEED THE FEES PAID BY CUSTOMER TO COMP ANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GA VE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMP ANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. MISCELLANEOUS If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may not transfer or assign any of its rights and obligations under this Agreement without Customer 's prior written consent. This Agreement is the complete and exclusive statement of the mutual understanding of the pai1ies and supersedes and cancels all previous w1itten and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and all waivers and modifications in this Agreement must be in a writing signed by both parties, except as otherwise provided herein. No agency, pai1nership, joint venture, or employment is created as a result of this Agreement and Customer does not have any autho1ity of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing pai1y will be entitled to recover costs and attorneys' fees . All notices under this Agreement will be in writing and will be deemed to have been duly given when received , if personally delivered; when receipt is electronically confirn1ed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by ce11ified or registered mail, return receipt requested . This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. The pai1ies shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request. EXHIBIT A Service Level Terms The Services shall be available 99 .9% of the time, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance . Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company 's control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than 12 hours , Company will credit Customer 1 % of 20 Contract No. --- Service Fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 12 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the inonth in which the incident occurred. Company's blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement. EXHIBITB Support Terms Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays dming the hours of 9:00 a.m. through 5:00 p.m. Pacific Standard Time, with the exclusion of Federal Holidays ("Suppo1t Hours "). Customer may initiate a help desk ticket during Support Hours by calling 213-534-6898 or any time by emailing suppo1t@ govinvest.com. Company will use commercially reasonable eff01ts to respond to all help desk tickets within one (1) business day. EXHIBIT C Disclaimer of Analysis Company will provide software with financially sound projections and analysis, but does not yet guarantee compliance with actuarial standards for funding and accounting purposes including GASB 27, 68, 45, or 75. 21 Contract No. --- Appendix B: Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured. 1. MINThfUM SCOPE AND LThfITS OF REQUIRED INSURANCE POLICIES Additional Insureds: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as additional insureds under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. Workers' Compensation: Statutory coverage as required by the State of California and Liability Insurance with limit of no less than $1 ,000 ,000 per accident for bodily injury or disease. General Liability: Conunercial general liability coverage in the following minimum lin1its : Bodily Injury: $1,000,000 each occurrence $1 ,000,000 aggregate -all other Property Damage: $500,000 each occurrence $1,000,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $2,000,000 will be considered equivalent to the required minimun1 limits shown above. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000 ,000 aggregate -all other Coverage shall be sufficiently broad to respond to the duties and obligations as is unde1iaken by Software Provider in this agreement and shall include, but not be linuted to, clain1s involving infringement of intellectual property, including but not linuted to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic infom1ation, release of private infom1ation, alteration of electronic infomrntion, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with lin1its sufficient to respond to these obligations. 22 Contract No . --- If the Software Provider maintains broader coverage and /or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 2 . ABSENCE OF INSURANCE COVERAGE. City may direct Software Provider to immediately cease all activities with respect to this Agreement if it determines that Software Provider fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. At the City 's discretion , under conditions of lapse, City may purchase appropriate insurance and charge all costs related to such policy to Software Provider. 3. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION . A Certificate of Insurance, 011 an Accord fonn , and completed coverage verification shall be provided to City by each of Software Provider's insurance companies as evidence of the stipulated coverages prior to the Commencement Date of this Agreement, and annually thereafter for the tem1 of this Agreement. All of the insurance companies providing insurance for Software Provider shall be licensed to do insurance business in the State of California and shall have, and provide evidence of, a Best Rating Service rate of A VI or above. The Ce1iificate of Insurance and coverage verification and all other notices related to cancellation or non-renewal shall be mailed to: City Clerk City of Cupertino 10300 Torre A venue Cupertino, CA 95014-3202 23 Appendix B ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (M M/DD /YYYY) ~-08/04/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER . THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND , EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER , AND THE CERTIFICATE HOLDER . IMPORTANT: If the certificate holder is an ADDITIONAL INSURED , the policy(ies) must 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 confe r rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hiscox In c. d/b/a/ Hiscox Insuran ce Age ncy in CA PHONE (888) 202-3007 I FAX IAIC No Extl · IA/C Nol: 520 Madison A venue E-M AIL co ntact@hiscox.com 32nd Floor ADDRESS : New Yo rk, NY 10022 INSURER(S l AFFORDING COVERAGE NAIC # INSURER A: Hiscox In surance Company Inc 10200 INSURED INSURER B : Govlnvest Inc. INSURER C: 3625 De l Amo Blvd Ste 110 IN SURER D : Torran ce, CA 9 0503 INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: TH IS JS TO CERTIFY THAT THE POLI CI ES OF IN SURANC E LI STED BELOW HAVE BEEN ISSUED TO THE IN SURED NAMED ABOVE FOR THE POLICY PERIOD IN DICATED . NOTWITHSTANDING ANY REQUIREM ENT , TERM OR CONDITION OF ANY CONTRACT OR OTHE R DOCUMENT WITH RESPE CT TO WH ICH TH IS CER TIFI CATE MAY BE ISSUE D OR MAY PERTA IN , THE INSURANC E A FF ORDED BY THE POLICIES DESCRIBED HEREIN JS SUBJ ECT TO ALL THE TE RMS, EXC LUSIONS AND CONDI TI ONS OF SUCH POLIC IE S. LIMITS SHOWN MAY HAVE BEEN REDUC ED BY PAID CLA IMS. INS R ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE IN SD WVD POLIC Y NUMBER IMM/DD/YYYYI IMM/D D/YYYYI LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURR ENCE s 3 ,000,000 -D CLAIMS-MAD E [8J OCCUR DAMAGE TO RENTED -PR EMISES /Ea occurrence! s 100,000 MED EXP (Any one person) s 5 ,000 ~ A y y UDC-1542 150-CGL-17 02/10/2017 02/10/2018 PERSONAL & ADV INJURY s 3 ,000,000 ~ GEN'LAGGREGATE LI MIT APPLI ES PER: GENE RAL AGGR EG AT E s 3,000,000 Fl D PRO-D LO C PRODUCTS -COMP/OP AGG $ SIT Gen. Ag g PO LI CY JECT OTHE R: s AUTOMOBILE LIABILITY ~E~~~~~';,~llNGLE LI MIT $ - ANY AUTO BODILY INJURY (Per person) s -AL L OWNED I SCHEDULED AUTOS AU TOS BODILY INJURY (Per accident) s -~ NON-OWNED PROPERTY DAMAGE HIRED AUTOS AU TOS /Per accidentl s -s UMBRELLA LIAS H OCC UR EACH OCCURRENCE s .-- EXCESS LIAS CLAIMS-MAD E AGGR EGATE s OED I I RETENTION s s WORKERS COMPENSATION I ~-FtuTE I I OTH- AND EMPLOYERS ' LIABILITY ER Y/N ANYPROPR IETOR/PARTNE R/EXECU TI VE D N /A E.L. EACH ACC IDENT s OFF ICE R/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMP LOYEE s If yes , describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -PO LI CY LI MI T s DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACOR D 101 , Additional Remarks Schedule, may be attached if more s pace is required) City of Cupertino , its officers , officia ls , employees, and vo lu nteers are additional insured . The Hiscox Commercial General Liabi li ty Poli cy is primary and coverage is subject to our po licy terms and conditions CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 10300 Torre Ave . THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN Cupertino CA 95014 ACCORDANCE WITH THE POLICY PROVISIONS . AUTHORIZED REPRESENTATIVE ~j~ I © 1988-2014 ACORD CORPORATION. All rights reserved . ACORD 25 (201 4/01) The ACORD name and logo are registered marks o f ACORD AE!?,-RD. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) 10/09/2017 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($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER NAME7" Kiri< Sinanian ISU Meridian Brokerage PHONE (818)225-7025 I I.VC, Nol: (818)225-7026 IA/C No Extl: 18980 Ventura Blvd .. Sui1e 330 ~-kir1<@mbisi.com ADDRESS : INSURER(S) AFFORDING COVERAGE NAICI Tarzana CA 91356 INSURER A : Hiscox Insurance Company, Inc. INSURED INSURERS : Govlnvest Inc. INSURERC : 3625 Del Amo Blvd., Suite 11 O INSURERD: JNSURERE: Torrance CA 90503 INSURERF: COVERAGES CERTIFICATE NUMBER: 2017-2018 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HA VE 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 ANO CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. !'i:'m' 1YPE OF INSURANCE INSD WYO POLICY NUMBER tMULR, ~, (MWOO/YYYYI LIMITS COMMERCIAL GENERAL LIASIUTY EACH OCCURRENCE $ -:J CLAIMS-MADE OoccuR PREMISe~YE;~~i ...._ $ ...._ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ ,- GEN 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ R POLICY D ~:& D LOG PRODUCTS • COMP/OP AGG $ OTHER : $ AUTOMOBILE LIAIIIUTY ~~~=u51NGLE LIMIT $ -ANY AUTO BODILY INJURY (Per person) $ -OWNED -SCHEDULED BOOIL y INJURY (Per accident) $ -AUTOS ONLY ...._ AUTOS HIRED NON-OWNED PROPERTY DAMAc;E $ AUTOS ONLY AUTOS ONLY CPer accident! --$ UMBREU.A UAB HOCCUR EACH OCCURRENCE $ - EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION $ $ WORKERS COMPENSATION I PER I 1on1- AND EMPLOYERS" LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandato,y In NHJ E.L. DISEASE • EA EMPLOYEE $ If yes. describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE · POLICY LIMIT $ Cyber Liability Aggregate $2,000,000 A y N MPL207524117 09/28/2017 09/28/2018 Aggregate -All Other $2;000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101 , Addltlonal Remaru Scho<lule, may be attacho<I If mont -ca Is 19qulred) Technology/ Telecom . City , its City Council, boards end commisions. officers, employees and volunteers are named as Additional Insured per attached endorsement# 'M:;L E6149 CW. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN C ity of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue AUTI!ORIZED REPRESENTATIVE Cupertino CA 95014-3202 L;";-,e_ ~ - I -' -=-- © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD fl\·~ HISCOX PRO"' 520 Madison Avenue 32nd Floor, New Yor11 , NY 10022 (646) 452-2353 Endorsement 12 NAMED INSURED: Govlnvest Inc. E6149.4 Additional Insured Endorsement In consideration of the premium charged , and on the understanding this endorsement leaves all other terms, conditions , and exclusions unchanged , it is agreed the Data Breach and Privacy Security Liability Coverage is/are amended as follows: I. The following definition is added to the end of Section Ill. VI/ho is an insured: Additional insured means the person or organization listed below: City of Cupertino Coverage is available for additional Insureds solely for their liability arising out of the named insured's negligence or of those acting on the named lnsured's behalf and not for any liability arising out of the sole negligence of the additlonal Insured. II . In the preamble of Section Ill. Who is an insured, the words "additional Insured ," are added after "named insured ,". Ill. In Section VII . Definitions, the definition of "You, your, or insured" is amended to add the words "additional insured." after "named insured ,". Endorsement effective: Endorsement No: Hiscox Inc. Authorized Representative Carl Bach WCL E6 149 CW (09/14) 09/28/2017 12 Certificate No.: Processed Date: MPL2075241 .17 10/09/2017 Page 1 of 1 HPAENAONPE4 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 08/04/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED , subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: His cox Inc. d/b/a/ Hiscox In su rance Agency in CA PHONE (888) 202-3007 I FAX I A/C No Ext\· (A/C Nol : 520 Madison Avenue E-M AIL contact@ hi scox.co m 32nd Floor ADDRESS : New York, NY 10022 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: His co x Insurance Company Inc 10200 INSURED INSURER B : Govlnvest Inc. INSURERC: 3625 Del Amo Blvd Ste 110 INSURER D : Torran ce , CA 90 503 INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER : THIS IS TO CERTIFY TH AT THE POLI CIE S OF INSURANC E LISTED BELOW HAVE BEEN )SSUED TO THE INSURED NAMED ABOV E FOR THE POLICY PERI OD INDICATED . NOTW ITHST ANDING ANY REQUI REMEN T, TE RM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WIT H RESPECT TO WH ICH THIS CERTIFI CATE MAY BE IS SUE D OR MAY PERT AIN, THE INSURANCE AFF OR DED BY THE POLI CIE S DESCRIBED HEREIN IS SUBJ ECT TO ALL THE TERMS , EXCLUSIONS AN D CON DITION S OF SUCH POLI CIE S. LI MITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE ·1NSD WVD POLIC Y NUMBER IMM/DD /YYYYl IMM/DD/YYYY l LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE s -=:J CLAIMS-MAD E D OCCUR DAMAGE TO RENTED PREMISES !Ea occurrence! s r-MED EXP (Any one person) s PERSONAL & ADV INJURY s r- GEN'L AGGREGATE LI MIT APPLIES PER: GENE RA L AGGREGATE s R DPRO-D Loc PRODUCTS· COMP/OP AGG s POLICY JEC T OTHER : s AUTOMOBILE LIABILITY COMBINED SINGLE LI MIT s !Ea accident) - ANY AUTO BODILY IN JURY (Per person) $ -ALL OWNED H """""" AUTOS AUTOS BODILY INJURY (Per accident) s -NON-OWNED iP~~~c?c~~8AMAGE HIRED AUTOS A UTOS s r-I s UMBRELLA LIAB H OCCUR EACH OCCURR ENC E s ~ EXCESS LIAB CLAIMS -MADE AGGREGAT E s DED I I RETENTION s s WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS' LIABILITY STATUTE ER Y/N ANYPROPRIETOR/PARTN ER/EXECUT IVE D N /A E.L. EACH ACCID ENT $ OFFICE R/M EMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE • EA EMPLOYEE $ If yes, describe under DESCR IPTION OF OP ERATIONS bel ow E.L. DISEAS E -POLICY LI MIT s A Professiona l Liabili ty y U DC-1 542150-E 0 -1 7 02/10/2 017 02/10/2 018 Each Claim : $ 1,000 ,000 Aggregate:$ 2,00 0 ,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101 . Additiona l Remarks Schedule. may be attached if more space is req uired) City of Cupertino , its office rs, officials , employees, and volunteers are additiona l insured . CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 10300 Torre Ave . THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Cupertino , CA 95014 ACCORDANCE WITH THE POLICY PROVISIONS . AUTHORIZED REPRESENTATIVE ~j~ I © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name a nd logo are registered marks of ACORD GOVINVE-01 JLINDGREN ACORD~ CERTIFICATE OF LIABILITY INSURANCE I DA TE (MM/DD/YYYY) ~-08/02/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provis i ons or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorse ment A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~~~i~cT Lillian Vasquez Geico Insurance Agency FlJ8.N~o, Ext): (800) 969-5454 I FAX 1 Geico Blvd (A/C, No):(570) 825-2990 Fredericksburg, VA 22412 i!l~~ss, geicosupport@guard.com INSURERIS) AFFORDING COVERAGE NAIC# INSURER A : AmGUARD Insurance Comoanv 42390 INSURED INSURER B : Gov Invest, Inc. INSURER C : 3625 Del Amo Blvd., Suite 11 0, INSURER D: Torrance, CA 90503 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED . NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR TYPE OF INSURANCE ~..?.P~ SUBR POLIC Y NUMBER ,f.2~~g~\ I 1~2~c\%1~1 LIMITS LTR wvn I COMMERCIAL GENERAL LIABILITY EACH OCC URREN CE $ = ==i CLAIMS-MADE D OCCUR ~~~~~~J9E~ENT~~ncel $ f---MED EXP IAnv one nerson l $ PERSONAL & ADV INJUR Y -$ ~'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ D PRO-D POLICY JECT LOG PRODUCTS -COMP/OP AGG $ OTHER : $ AUTOMOBI LE LIABILITY -COMBINED SINGLE LIMIT /Ea accident\ $ ANY AUTO BODIL Y INJURY (Pe r oersonl $ -OWNED -SCHEDULED -AUTOS ONLY -AUTOS BODILY INJUR Y (Per accident) $ -HIRED AUTOS ONLY -~8fo~"tf~'r.~ ITROPERTY,t?AMAGE Per accident $ $ UMBRELLA LIAS H OCCUR EACH OCCURRENCE $ - EXCESS LIAS CLAIMS-MADE AGGR EGATE $ OED I I RETENTION$ $ A WORKERS COMPENSATION x I trf Tl ITF 1 I OTH-I AND EMPLOYERS' LIABIL ITY ER YIN X GOWC889783 04/22/2017 04/22/2 018 1 ,000 ,0 00 ANY PROPRIETOR/PARTNER/EXECUT IVE [YJ E.L. EACH ACC IDENT $ OF FICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory in NH) E.L. DISE AS E -EA EMPLO YEE $ If yes, describe under 1 ,000 ,000 DESCRIPTION OF OPERATIONS below E.L . DISEASE -POLI CY LIMIT $ DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101 , Additional Remarks Sche dule , may be attached if more space is required) Excluded: Jasmine Nachtigall Excluded : Ted Price Excluded: Brett Koetsier A waiver of subrogation in favor of the City of Cupertino has been added to this policy. (see attached endorsement) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . 10300 Torre Ave. Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE I ~-. j/>/ 9 iA..li14,;"" . ltktf'a ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4--84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us .) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for th is endorsement shall be _!.:_Q_~_ % of the California workers' compensation premium otherwise due on such remuneration . Schedule Person or Organization Blanket Waiver -Any person or organization for whom t h e Named Insured has ag reed by written contract to furnish this wa iver. Job Description All CA Operat ions This endorseme nt changes the poli cy to wh ich it is att ached a nd is effecti ve on th e date issued unless otherwise stated . (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsemen t Effective Insured Policy No. GOWC 889783 In sura nce Company Endorsement No . Counters igned By ------------------------ ©1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved.