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18-022 Studios Architecture, Architectural Consulting Services for the Cupertino Village HotelFIRST AMENDMENT TO AGREEMENT l 8-2i7 BETWEEN IRE CITY OF CUPERTINO AND DASHER TECHNOLOGIES FOR NETWORK TOPOLOGY ASSESSMENT/DEPLOYMENT; SIMPLIVITY coNFIG!JM TJciN & IMPLEMENTATTQN This First Amendment to Agreement 18-222 between the City of Cupertino and Dasher Technologies; for reference dated J 2/4/2018, is by and between the CITY OF CUPERTINO,a municipal -corpuration (hereinafter '1Clty") and Dasher Technologies, a Corporation (''Consultant'') whose addtess is 675 Campbell TechnologyPk\:vy, Suite I 00,, Campbell, CA 95008; and is made with reference to the follo:wing: REC.lTALS : A. On 11/2/2018, ·.an agreement was entered into by and between City and Co1i.sultant {hereinafter "Agree111ent") fo:r network topology assessment/deployment; SimpHvity configuration & implementation. The agreem·ent will expire on 6/30/2019. Additio11a\ scope of .work involve.s implementation ofan Aruba Mobility Solution forthe Wireless Netw01;k Refresh Proje~t. B. The Agreement imd the First Ame.ndments are collectively referred to as the "Agreement" unless other.wise indicated. C. City and Consultanf'desire to modify the Agreement on the terms and cond itio.ns set forth herein. fµ.,-. NOW, THEREFORE., it is mutually agreed by and between~ undersigned parties as follows: I . Schedule of Performance Paragraph 3.2 ofthe Agreement is modified to read as follows : Contractor must deliver the Services in accord&nce_ with .the Scheduk of Perfoni1ance, attached and incorporated here ~> Exhibit B, which includes the _new Schedule of Perf()tmance for an Aruba Mobiiity Solution for the Wireless Network Refresh ProjecL 2. Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amom1t that will be based upon actuai costs but that Will be capped so as not to exceed $72,684.0.0-("Cotitract Price"), based upon the original scppe of services in the amount of $39,600.00 and new scope of services in the amount of$33,084.00 in Exhibit A and the btidget and rates included in E .xhibit C, Compensation att~ched and incorporated here. The ma,~imum cqrnpensation includes all expenses and relmbursements and will remain in place even if Contractor's actual costs exceed the capped amount. Noextra work or payment is. permitted withoutprio1· written approval of City. 3.. The following Exhibits to the Agreement_, are amended and replaced to read as shown in the attachments to this Amendment: a. Exhibit A Scope of Servicer b. Exhibit B Schedule of Performance C. Exhibii C Compensation 4. Except as ~xpressly modified herein, all other tenns a.nd covenants set forth in the Agreement shall remain the same and shall be in full forte ahd effect. ---------------- IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreementto be executed. CONSUL:1 96-CJ. By \kl ,, , ..., C Q ~ tit1e C,fFO · CiTY OF CUPE~ By ~~z. f°: ZD~ Title erp RECOMMENDED FOR APPROVAL By_~--------- Titl~----------- City Clerk EXPENDITURE DISTRIBUTION PO #C1ick here to 610,-34-310 700~702 entei· te xt. Original 39 ,,_600 .00 Amendment #1: 33,084.00 Amendment #2: NIA Total: 72,684.00 Exhibit A Statement of Work for City of Cupertino Implementation of an Aruba Mob ili ty Solution Bobby Glover Revision -003, October 11, 2018 Das h er Tec hno logies, Inc. I 67 5 Campbe ll Tec h no logy Pkwy, Sui te 100, Campbe ll , CA 95008 Te mpl at e Rev-0 52 Statement of Work for City of Cupertino i-AeLE ·oicoN·ieN1s ·: ·.-·.. · ·,-· . .,:~'.'· .. :·. · .. ,. · .. ·-.. - •• '1 ,. • ', "' i,0 ! ,':~ 'tf--· \;,.;'/!. • • l\' ~".:, :~ ;,,,. , < '• ' , , , ' < , • J. '~ '' ', J :': • I ' • \ I "• ,~ .,_ ,·, • , • I I Project Information ....................................................................................................................................................... 2 Serv ice Features ............................................................................................................................................................ 3 Service De scription (Scope Of Work) ............................................................................................................................. 4 Planning ................................ = .... .,.__, .................................................................................................................... 4 Dasher Planning Steps .......................................................................................................................................... .4 Client Responsibility Checklist .............................................................................................................................. .4 Professional Services Implementation ...................................................................................................................... 5 Verification Testing .................................................................................................................................................... 6 Documentation And Knowledge Tran sfer and Optional Formal Training ................................................................. 7 Post Deployment Support ......................................................................................................................................... 7 Client Pre requisites ........................................................................................................................................................ 7 Service Lim itations ......................................................................................................................................................... 8 Terms and Conditions .................................................................................................................................................... 8 Acceptance and Authorization .................................................................................................................................... 10 Dasl1e r Technologies. Inc. I 675 Campbe ll Tec h nology Pkwy, Su it e 100, Campbell. CA 95008 Confidential Statement of Work for City of Cupertino PROJECT INFORMATION Client Company Name Client Address for Service Contact Name Project Name Project Number Proposed Staffing Level Estimated Duration Estimated Site Visits Estimated Days Remote Travel Expenses Required Non-Business Hours City of Cupertino 10300 Torre Ave, Cupertino, CA 95014 Benny Hsieh Implementation of an Aruba Mobility Solution QT-535358 2-3 20-30 Days (Estimated Number of calendar days over which the service will take place) 10-15 Visits 2-3 Days No 11% of Services are expected to be Delivered during Non-Business Hours Dash er Technol ogies, Inc. I 675 Campbell Tec hn ology Pkwy, Suite 100, Campb e ll , CA 95008 Confidential Ex hibit B Statement of Work for City of Cupertino \l"',,r,'•<'"<'""""-'"""'lf,''~,-,..~-.,. 1,-.uu·,••.,.,,.,..,.-,,~.,, i,•J~ ,.~ ,..,~,.• • "'I" ~ • ~'V,"f' "'" w~.,.._~J""~t1't'<f-'~l·.-.._.,_..,.,.,-.,f~·•U.\;,f'/"J'l."i•!..,.'f'!"> /l""rl".(''-• SERVICE FEATURES This document defines the professional services and deliverables that Dasher Technologies shall supply to Client. Based on the service planning discussions, Dasher's Technical Architect will work with our clients to complete the project in the following phases: Phase 1 : Phase 2 : Phase 3 : Phase 4 : Phase 5: Planning Professional Services Implementation Verification Testing Documentation and Knowledge Transfer and Optional Formal Training Post Deployment Support The "Project Information" section above provides an estimated duration of the project to communicate the ove r all project timeline to all parties involved . Actual time to complete each task can vary depending on environment variable s, unforeseen conditions and integration complexity . Dasher will provide technical and project management resources to implement the described services within Client infrastructure. PMs employ formal Project management methodologies and techniques based on best practices such as planning of the Services, Project kick -off calls or meetings, periodical calls or meetings, status updates and reports, issue resolution and escalation management, change management, communication and risk management . Detailed information on each of the se rvice phases is included in the "Service Description " se ction . Dasher Technologies, Inc. I 675 Campbe ll Technology Pkwy, Suite 100, Campbell, CA 95008 Confidential 3 Statement of Work for City of Cupertino . . SERVICE DESCRIPTION (SCOPE OF WORK} Client has requested Dasher Technologies to perform Professional Services to implement an Aruba Mobility Solution, including Wireless and AirWave . This SOW will detail the work to be performed to deliver the requested service . PLANNING I DASHER PLANNING STEPS Dasher will work with Client to understand the detailed requirements for the Professional Services project. During the planning phase : Dasher will work with the client to collect client-provided required information in order for Dasher to complete the project. Dasher will require information including, but not limited to, the following : • Dasher will work with the Client's technical contacts to obtain the necessary information to create logical wireless network configurations . Dependences, downtime, and scheduling will be determined collectively by the project team. • Client will provide desired network details . These items will include (but are not limited to) VLAN ID's & names, subnets, which VLANs will require DHCP, SSID(s) & PSK(s), management IPs & credentials, uplink IPs, and ISP IP block information . Client will also provide a detailed network diagram and port count, and port VLAN assignment matrix. • Dasher will work with client to develop acceptable workflow for each type of client access • Dasher will work with Client to determine all client types and review any special requirements • Client to provide a list of Site Codes and a Naming format for all new equipment • Client will provide a list of IP addresses for each appliance, AP, and controller • Client will reserve or exclude the above mentioned IP addresses by MAC address in their DHCP server(s), If this has not already been completed . • Client will provide switch model, switch name, switch management IP address and switch port numbers used by access po ints and other network • Dasher will create predictive heat-maps based on floor plans/ site layout diagrams provided by Client The deliverable for the planning phase will be documentation that will be used to define the following phases of the Professional Services . The documentation could include architectural diagrams , test plans, installation checklists, configuration files, etc . I CLIENT RESPONSIBILITY CHECKLIST Prior to starting work, Client will ensure that the following tasks have been completed. This list will be reviewed with the Project Manager and/or Dasher Engineer during the project kick-off call. Onsite work cannot begin until the checklist is completed. Da she r Techno l ogies, In c. I 675 Campbe l l Tec hn o logy Pkwy , Suite 100, Campbe ll , CA 95008 Confidential 4 Statement of Work for City of Cupertino 1. Client will notify Dasher of the support status of any hardware and software that may be used during the implementation of the professional services detailed in this SOW . Support status is defined as whether the hardware and software is under a support agreement and what the current level of support is . If not notified, Dasher will assume all hardware and software is licensed and under support. 2 . Client represents that all software utilized during implementation of the professional services detailed in this SOW adheres to the vendor licensing terms and conditions . Client will notify Dasher if this is not the case . If not notified, Dasher will assume all software is being used according to the terms and conditions of the vendor license agreement . 3 . Client will provide Dasher floor plans/ site layout diagrams for ALL sites that Wireless Access Points will be installed into. PROFESSIONAL SERVICES IMPLEMENTATION Dasher will work with Client to implement the plan that was created during the planning phase. During the implementation phase : Offsite Pre-Staging and configuration • Dasher will remotely work with Client to ensure all Switch port configurations for APs are appropriate and complete. Client will be responsible for making configuration changes to network that Dasher has instructed . • Dasher will work with the client to make any necessary changes to DHCP and/or DNS servers Onsite Software Configuration • Dasher will perform a virtual site survey to verify that the Access Points have been deployed according to the provided wireless planning heat maps • Dasher will modify the existing controller configuration on-site and complete any local configuration requirements necessary to connect to the network and communicate with all relevant switches and Aruba architecture . • Dasher will configure up to 3 SSID's working with the Client on specific Security posture of each as well as where they are activated and whether visible. • Dasher will configure up to 3 VLANs working with the Client on specific Security posture of each as well as where they are activated , which switches and whether required dynamic VLAN assignment. • Once the wireless network is fully operational, Dasher will provide guidance on migrating user devices over to the new network • Dasher will confirm proper operation of wireless networks by SSID on all floors with the Client on applicable wireless clients • Dasher will work with Client to confirm proper signal strengths, channels , roles based authentication, Guest access and client roaming. • Dasher willconfigure the AirWave server, connecting all relevant devices and configuring Visual RF to allow visualization of the wireless network and client performance . • Dasher will confirm that AirWave monitoring and configuration of AP 's and controllers is successful and complete . Dasher Technologies, Inc. I 675 Campbe l l Technology Pkwy, Suite 100, Campbell, CA 95008 Confidential Statement of Work for City of Cupertino • Dasher will confirm that AirWave configuration backups of controllers and AP's are successful and scheduled for a regular interval. • Dasher will assist client to size and stand up a RADIUS server and configure Airwave to authenticate against client's RADIUS/AD for Administration access . The service hou rs to create the RADIUS server will be pulled from client's bucket of consulting hours booked on QT -535611-002 • Dasher will create three SSID s -1. City equipment on RADIUS server 2 . Employee BYOD 3. Guest Network VERIFICATION TESTING Dasher will work with Client to verify the plan that was created during the planning phase. During the verification phase: • Dasher will confirm the proper operation of the security components associated with each SSID, and Wired VLANs are working properly . • Dasher will confirm that backups of all physical and virtual controller configurations, APs and switches are functioning and complete at the interval requested by the Client . • Dasher will ensure that any required alerting is being sent to the appropriate person(s) and are tuned to the alert level required • Dasher will confirm proper operation and tuning of wireless network on all floors. • Dasher will review security of all client connectivity w ith client and obtain Client sign-off of sufficient security requirements • Dasher will ensure that smooth client roaming within facilities is working as expected • Dasher will be available for post deployment troubleshooting after Go Live . For service projects (typically networking and security projects) that span multiple locations Client is responsible to provide a staff member at physical location or a staff member capable of logging into devices at each physical location in order to test and troubleshoot the installation and configuration of the new solution delivered as part of this SOW. 1. Verify WAPs and switches are operating free of errors and that they can manage all installed wireless devices . 2. Verify all WAPs are maintaining continuous up-time and operating without physical errors . 3. Verify best pract ice security measures are in place, including both physical and logical practices. 4 . Verify hosts can connect to each SSID using the authentication methods defined for each. 5. Verify hosts will obtain the IP address from the appropriate VLAN after connecting to the SSIDs. 6 . Verify routing between IP subnets and their underlying VLANs works correctly. Post-installation wireless site survey-approximately one month after Dasher performs a Wireless Deployment 1. At a pre -agreed upon date and time after Client has moved staff into the building, Dasher will perform a physical site wireless assessment . Dasher will use the AirMagnet tool to perform a wireless site survey that will collect data on all wireless devices within transmission range of the surveyed areas . 2. This will require physical access to all areas of Client site that are to be surveyed . Dasher will walk the entire site with the wireless survey tool and collect data that will be analyzed . After the physical survey is Dash er Techn ologi es, Inc. I 675 Campbell Te clin ology Pkwy, Suite 100, Campbe ll , CA 95008 Confidential 6 Statement of Work for City of Cupertino completed and all data gathered, settings will also be gathered from the wireless controller, APs, and any other relevant network devices as dictated by Client network. 3. Dasher will present the gathered data to the Client in two ways o A formal Wireless Assessment Report will be presented to the Client o All raw AirMagnet assessment data will be given to Client 4 . After performing and delivering the assessment, any defencies will be addressed and Dasher will recommend improvements to fix the problems identified. DOCUMENTATION AND KNOWLEDGE TRANSFER AND OPTIONAL FORMAL TRAINING Dasher will provide knowledge transfer during the implementation of this SOW . Clients are encouraged to participate alongs ide our professional services team as much or as little as they desire. Dasher will work with Client to identify any changes necessary to existing documentation that come about as a result of the work completed for this project. Dasher will work with Client to create additional documentation to ensure Client is satisfied with the work performed and has the ability to manage it going forward . Dasher will update the client's current network topology documents to include wireless deployment at the completion of the project . Dasher recommends clients seek either Dasher or vendor provided formal training to ensure client staff is able to support the solutions Dasher implements for them. POST DEPLOYMENT SUPPORT Dasher will provide technical support to Client in the form of conference calls or onsite visits after the deployment has completed in order to ensure a satisfactory Professional Services Engagement. Client can contact their account manager, the project manager or their Dasher technical resource or use the support@dasher.com email alias to request assistance related to the Professional Services Engagement and typical project or technology questions that occur in the few weeks following a deployment. Dasher has proposed uplifted vendor product support in our proposal in order to enable our clients to have the fastest access to resolution of technical issues that come about from issues such as faulty hardware or software and configuration issues and to provide access to updated software and firmware. !, ' ' .. - CLIENT PREREQUISITES Clients are eligible for the delivery of this service if they meet the following prerequisites : 1 . Review this SOW with the Dasher Account Manager and Technical Resource 2. Sign this SOW and submit with a PO in order to formally schedule the service 3. Provide access to a workspace at the deployment site if onsite work is required 4. Provide detailed IT architecture and network diagrams as required to complete the SOW Dasher Technologies, Inc. I 675 Campbell Technology Pkwy, Suite 100, Campbell, CA 95008 Conficlential 7 Statement of Work for City of Cupertino 5 . Provide equipment and network configuration files in electronic form as required to complete the SOW 6. Provide login access to all pertinent devices as r equired to complete the SOW 7. Provide a staff resource with knowledge of the existing environment 8 . Associate Dasher Technologies with Vendor support contracts as required to complete the SOW SERVICE LIMITATIONS All activities not specifically discussed in this SOW are excluded from this service. -. TERMS AND CONDITIONS Unless a Master Services Agreement is in place between our two companies, the Dasher Standard Terms and Conditions of Sale located here http://www .dasher.com/company/terms-conditions/ shall apply. Changes to the Project Scope Client and Dasher Technologies must mutually agree in writing to any change in the scope of work before beginning additional work . Additional services beyond this scope of work will be billed at the agreed upon rate and require a Change Order. The time required estimates provided here are based on the information provided by Client and Dasher Technologies understanding of the environment at the time this document was delivered . If during the engagement Dasher Technologies uncovers undisclosed or unknown conditions that significantly impacts the time to complete the described operation , a review will be conducted to determine potential impact to the project scope. If a significant amount of additional time is required to complete the original milestone, a Change Order will be required. Confidential Information Client and Dasher Technologies mutually agree to limit disclosure of each other's confidential information solely to employees or agents who need to know such information . All such information remains the property of the party disclosing such information. All documents, records, notebooks and other material shall be returned to the owner of the confidential information upon request. Dasher understands that any information shared with the client can be subject to public record information as the client is a city entity . Non-Solicitation Starting on the later date (if the dates are different) of the signed agreement and continuing for 1 year thereafter, neither Dasher nor Client will direct any of its agents to encourage or solicit any employee of the other party to leave that other party for any reason, provided, however, that the foregoing provision will not prevent any party or its representatives from, and shall not create any liability under the Agreement with respect to, (i) placing general advertisements for employment which are not specifically directed to any other party's employees, (ii) using independent employment agencies (so long as such agencies are not specifically directed to solicit any employees of such other party) or (iii) hiring any individual who responds to such general solicitation or is presented to such party by any such employment agency or who voluntarily makes unsolicited contact with such party or its representatives . Proposal Time Limit The fees, terms and conditions offered in this statement of work are effective for thirty (30) business days from the date of this Statement of Work. Das her Techno logies, Inc. I 675 Campbell Techno logy Pkwy, Suite 100, Campbe l l, CA 95008 Confidential 8 Statement of Work for City of Cupertino Invoicing Dasher will partially invoice monthly for all professional services hours delivered in that month. For projects which contain specific milestones, Dasher will invoice upon the completion of each milestone. For all projects, Dasher Technologies will invoice Client for all outstanding work not yet invoiced upon completion of all work. Contract Term The term of this contract will be valid for 1 year from the date of this signed Statement of Work. Business Hours and Non-Business Hours Business Hours is defined as hours worked between 8 :00am and 5 :00pm ., Monday through Friday, local time, excluding holidays. Non-Business Hours is defined as hours worked outside of standard 8 :00am to 5:00pm, Monday through Friday, local time, and will be invoiced at the agreed upon Non-Business Hours rate. All holidays are considered Non-Business Hours. Dashe r Technologies, Inc. I 675 Campbell Tec hn o logy Pkwy, Suite 100, Campbell, CA 95008 Confidential 9 Statement of Work for City of Cupertino Th e Acceptance Page contains the i ndication that Da sher Te chno logie s, Inc . and Client have agreed upon the contents contained within this Statement of Work. By applying the designated appropriate signatures to this document, both Da sher Technologi es, Inc . and Client are bound to accept the responsibilities and obligations as indicated herein. Client signature (s) on this document indicates that Client agrees th at the content, timing, term s, conditions, and scope contained herein accurate ly reflects the services required by Client. Client's decision to purchase the service(s) described will be based on this description. Dasher signature(s) on this document indic ates that Dasher Technologies , Inc . i s prepared to undertake the services as defined in this Statement of Work, in th e time frames described herein effective as of the date of Client's decision to purchase and providing that Client provides appropriate purchase/payment commitments. IN WITNESS WHEREOF, th e parties h ereto each acting with proper authority have executed thi s Statement of Work, und er seal. Dasher Technolo gies, Inc. Company Company Jo sh Close Full name Ful l nam e \T VP Engineering J Title Title Si gnature 10-11-2018 Date Dat e -------------·---· ----· ---·-------·--------------- Dasher Technologies, Inc . I 675 Campbell Te chnology Pkw•1 Suite JOO. Cilmpbell, CA 95003 Confidential 10 CITY OF CUPERTINO -WIRELESS SITE WALK THROUGH -ARUBA & DASHER-9/27/18 City Hall Main Building • 3 on Main Floor -Need one additional in Conference Room • 4 in Down sta irs -Need one additional in Downstairs Lobby • Outside of City hall, fountain area • Need Outdoor APs to cover this area, as well as parking lot on Ea st side of City Hall building for Emergency Respon se vehicle exe rcises Total old APs -7 Total new INDOOR APs -9 Total new OUTDOOR APs -3 Community Hall • 3 APs total (two at rear of main hall area, one in "Green Room" sitting on top of equipment rack) Total old APs -3 Total new INDOOR APs -3 Attorney's Office (did not visit) Total old AP s -1 Total new INDOOR APs -1 TOC (did not visit) Total old APs -1 Total new INDOOR APs -1 Quinlan Community Center (QCC) • One AP at North end of building in main open area • One AP in "Social Room" • One AP outside/above Conference Room • One AP in Employee Area • One AP outside/above Music Room • Two APs in "Cupertino Room" • Need one AP at back of Mu sic Room • Need outdoor park-area coverage (to tree line/ berm) Total old AP s -7 Total new INDOOR APs -8 Total new OUTDOOR APs -3 Sports Center • Ground -level o One at Lobby o One sitting above ce iling tile (not visible) at end of gym o One in Pre sc hool/Daycare area (Public works to drill hole through concrete for cable) • Downstairs o One in "Meet in g Room" o One in "Te e n Center" o Dead zone n ear "Racquet Court 1" (n ea r bench) • Tennis Court (below -ground level w/ bleachers) o Need coverage here Total old APs -4 Total new INDOOR APs -5 Total new OUTDOOR APs -1 Senior Center • Three APs in lobby area • Two AP s in "Rece pti o n Hall " • One AP in Clas sroom • One AP in "Bay Room" • One AP in "Exe rcise Room " • There are two patio areas that need coverage (one outdoor AP each) o Amphitheater area -Wou ld like coverage -would require PtP link or mesh Total old APs -8 Total new INDOOR APs -8 Total new OUTDOOR APs -4 Service Center • Two AP s in "M ec hanic Shop" • One AP in "Sign Shop " • One AP in "W e lding Shop" o Thi s AP is current ly outdoor/rugged • One AP in Main Office/employee work area • One AP in sma ll/ work-release break room • One AP in main break area (room with pull-down screen) • All outdoor areas of Service Center covered o Heat map provided Total old APs -7 (1 x outdoor) Total new INDOOR APs -6 Total new OUTDOOR APs -7 Blackberry Farm • Retreat Center (converted house) o On e AP -Main meeting area ("Livin g Room ") o Need additional APs at both ends of the house (offices , and workshop area) • Swimming Pool Area o One at Cafe o Need On e at "Information Building" o Need coverage outside at both pool s and walkways from parking lot to information building and pool s Total old AP s -2 Total new INDOO R APs -5 Total new OUTDOOR APs -3 McClellan Ranch • One AP -"Environmenta l Center" building • One AP -"Jun ior Nature" building • One AP -"B la cksm ith Shop" building • One AP -"Water Tower" building • Two APs -Main building o One in "Ma in Lobby " o One in "Park Office" Total old APs -6 Total new INDOOR APs -4 Total new OUTDOOR APs -2 Monte Vista Recreation Center • Three APs -Pres choo l building o Two Indoor o One Outdoor • One AP -Arts & Craft s area • Five APs -Gymnastics/ large open area • Need entire park area covered o Heat map provided Total old APS -9 Total new INDOOR APs -8 Total new OUTDOOR APs -7 Golf Course (did not visit) Total old APs -2 Total new INDOOR APs -2 TOTAL INDOOR APs: 60 TOTAL OUTDOOR APs: 30 *Order for additional coverage needed during implementation -4 indoor, 4 outdoor Ex hibit C Dasher Technologies Corporate Offices 675 Campbell Technology Parkway Suite 100 Campbell , CA 95008 Ph : (866) 898-9506 Fax : (866) 898-9503 Angela Armstrong 408-722-8275 angela.armstrong@dasher.com YOUR FAST TRACK TO IT SUCCESS To : Bill Mitchell Quote#: 535358-003 10/11/2018 11/10/2018 100 110 120 Notes : . 1 City of Cupertino 408-777-1333 billm@cuRertino.org Product Wireless Professional Services Descri tion Quote Prepared : Quote Valid Through : Unit Sell Ext Sell 1 Dasher Technologies Professiona l Services $33,084 .00 $3 3,0 84.00 DT-SOW- PROSERV I OT-SOW-DOC Dasher Technologies Fixed Priced Statement of Work based Professional Services Project. i Dasher Technolog ~s Statement of Work document. I 535358-001 I SubTotal Tax Freight GrandTotal $33,084.00 TBD TBD $33,084.00 1 This Proposal is for a Fixed Fee P roject with a clearly defined set of deliverables that will be del ivered for a set , dollar amount as detailed in the Dasher proposal and accompanying SOW. I . Dasher has estimated the percentage of "Non-Business Hours·· time for this SOW as 11 %. Please confirm the Non-Bus iness Hours percentage ex pectation with your Account Ex ecutive and assigned Professional Services Engineer so that all parties are in agreement about the estimated delivery times for the 1 Professional services . Statements or description of products , if any, by Dasher, or agents of Dasher are informational only, and not made or given as a warranty of any kind. All sales are subject to Dasher's standard Terms & Conditions which can be found at htlR:i/www.dashe r.com /c omRa ny/terms-conditi ons/ The information contained in this investment proposal is pr iv ileged , c onfidential and protected from disclosure to individuals that are not the intended recipient or agents of the intended recipient. CITY OF g PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made and entered into as of January 10, 2018 ("Effective Date") by and between the City of Cupertino , a municipal corporation ("City"), and _S_tu_d_i_o_s ____ _ Architecture ("Contractor"), a Corporation for the Cupertino Village Hotel 2. SERVICES for Architectural Consulting Services Contractor agrees to provide the services and perfom1 the tasks ("Services") set fmth in detail in Scope of Services, attached here and incorporated as Exhibit A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2019 ("Contract Time"), unless te1111inated earlier as provided herein. Contractor's Services shall begin on January 10 , 2018 and shall be completed by June 30 , 2019 --~~------- 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Perfo1111ance, attached and incorporated here Exhibit B. 3 .3 Time is of the essence for the perfo1111ance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time . 4. COl\lIPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory perfmmance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $3 000 .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 pe1111itted 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 thi1ty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City appro v al. Failure to timely submit a complete and accurate payment requisition relieves City of any fmther payment or other oblig ations under the Agreement. C ity Project/P rog ram Cup erti no Vill age Hotel Professional/Co nsult in g Co ntracts /Rev. Nov I 6, 2017 Page l of 9 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 perfo1ming 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 warTants on behalf of itself and its subcontractors that they have the qualifications and skills to perfo1m the Services in a competent and professional manner and according to the highest standards and best practices in the indust1y. 5.3 Permits and Licenses . Contractor warTants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or ce1tified to perfo1m the Services as required by law and have procured a City Business License . 5.4 Subcontractors. Only Contractor's employees are auth01ized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the te1ms 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 perfo1m the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In perfo1ming this Agreement, Contractor may have access to private or confidential info1mation 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 info1mation provided by City to Contractor and use it only to perfo1m this Agreement. Contractor shall exercise the same standard of care to protect City info1mation as a reasonably prudent contractor would use to protect its own prop1ietary 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 info1m ation or work, in any medium ( collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive prope1ty of the City and shall not be shown to any third-pa1ty without prior w1itten approval of City. Cit y P roject/Pro gram Cu pertino Vill age Hote l Pro.fess ional!Con s ulrin g Contracts /Re v. No v 16, 201 7 Page 2 o f9 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all Work Product arising out of this Agreement is considered "works for hire" and all copyiights to the Work Product will be the prope1ty 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 patty intellectual prope1ty, including but not limited to patented, trademarked, or copyrighted intellectual prope1ty 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 miginal Services by others; (c) Subsequent additions to the original Services; and/or ( d) Other City projects . 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed info1mation of Contractor's perfo1mance, 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 years from the date of City's final payment. 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 w ill 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 appro v al , which shall not be unreasonably withheld. Control m eans 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 te1m of this Agreement and for one year thereafter, will reference the City 's contributions in making the C ity Project/Program Cupe rtin o Vill age Hote l Professional/Consu lting Con tracts /Rev. Nov 16, 20 17 Page 3 of 9 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 prope1iy, 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 haimless 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 wan-anties; (b) Negligent or willful acts or omissions committed during perf01mance of the Services; ( c) Personal injury, prope1iy damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City's confidential and proprietary Information; (e) Claim of infringement or violation of a U.S . patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual prope1iy rights of any third paiiy. 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-paiiy claim, in accordance with California Public Contract Code Section 9201. 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 constrned to give 1ise to an implied right of indemnity in favor of Contractor against City or any Indemnitee . 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 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 ce1iificates 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. C ity Proj ect/P ro g ram C up e rtino Vill age Hote l Professional/Consulting Con tracts /Rev. Nov I 6, 20 I 7 Page 4 o f9 13. COMPLIANCE WITH LA ,vs 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 ve1ifying the employment autho1ization of employees perfo1ming the Services, as required by the Immigration Refo1m and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works " component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national oligin, 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-disc1imination laws , including Government Code Sections 12900 and 11135, and Labor Code Sections 1735 , 1777 and 3077.5 . Consistent with City policy prohibiting harassment and disc1imination , Contractor understands that harassment and disc1imination 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. 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 waITants 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 fo1m if Contractor makes ce1tain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rnles governing gifts to public officials and employees. 13.5 Remedies. Any v iolation of Section 13 constitutes a material breach and may result in City suspending payn1ents , requiring reimbursements or tenninating 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 Erick Serrano. Associate Planner ____________ as the City's representative for all purposes under this Agreement, with auth01ity to oversee the progress and perfonnance of the Scope of Services. City reserves the right to substitute another Project manag er at any tim e, and without prior notic e to Contractor. City Project/P ro gram C upertin o Vill age Hote l Profess ional/Con s ulting Contracts /Re v. Nov I 6, 20 17 Page 5 o f 9 Contractor Project Manager. Subject to City approval, Contractor assigns David Sabalvaro, Principal as its single Representative for all purposes under this Agreement, with authority to oversee the progress and perfo1mance 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 Perfo1mance . 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 pmts therefor at any time. Contractor will be compensated for satisfactory Services perf01med 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 perfo1mance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time . Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code p1ior to filing a civil action in com1. If a dispute mises, Contractor must continue to provide the Services pending resolution of the dispute. If the Pmties elect arbitration, the arbitrator's award must be suppo11ed by law and substantial evidence and include detailed w1itten 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 1ights or a judgment in connection with this Agreement, the prevailing pmty will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third pa1ty beneficiaries of this Agreement. City Project/Program Cuperti no Vill age Hot el Professional/Consulting Contracts /Re v. Nov 16, 20 17 Page 6 of9 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 Par1ies. Any modification of this Agreement will be effective only if in writing and signed by each Par1y's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be infe1Ted herein. Either par1y may request an amendment to cure mistaken insertions or omissions of required provisions. The Par1ies will collaborate to implement this Section, as approp1iate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a par1 of the Agreement and in no way affect, limit or amplify the te1ms or provisions of this Agreement. 24. SEVERABILITY /PARTIAL INVALIDITY If any te1m or provision of this Agreement, or their application to a par1icular situation, is found by the com1 to be void, invalid, illegal or unenforceable, such te1m or provision shall remain in force and effect to the extent allowed by such rnling. All other tenns and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Par1ies agree to work in good faith to amend this Agreement to caITy out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is te1minated, including the Indenmification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. City Project/Program C u pe rtino Village Hote l Professional/Consulting Contracts /Rev. Nov 16, 2017 Page 7 of9 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 confamed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or ce11ified, or the next business day following electronic submission: To City of Cupe1tino 10300 TolTe Ave. Cupe11ino CA 95014 Attention: Erick Serrano Email: ErickS @Cupertino.org 27. VALIDITY OF CONTRACT To Contractor: ------------- Studio s Architecture 405 Howard Street, Suite 488 San Francisco, CA 94105 Attention: David Sabalvaro Email: d sabalvaro @studios.com This Agreement is va lid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b) is signed by the City Manager or an authorized designee, and (c) is approved for fmm by the City Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and wanants that Contractor has full 1ight, power, and authority to enter into and cany out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a lega lly binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an 01iginal and all of which, taken together, constitute a single binding instrument. City Project/Program Cupertino Vill age Hote l Pr ofessio11a//Co ns11/1in g Co ntracts /Rev. Nov 16, 20 17 Pa ge 8 of9 IN WITNESS WHEREOF, the paities have caused the Agreement to be executed. CONTRACTOR Studios Architecture By _~ Name /?!vvtd Sa</xrffa/o Title ,-;,';.,c'tp~ / I ·-·---.- Date l°eb I, ~/8, Tax I.D . 1~G.: 14 -J.~Lt:3 ~ RA Cupertino City Attorney CITY OF CUPERTINO Name ,4/;/217 Title ;<JW" e/1Y J#JYAJ~ Date 4~-'-'<--D __ Pn?/f!ssional/Con.rnlting Contracts /Rev. l'../ov 16, 20 f 7 Page 9 of9 STUDIOS 4(Li Ho"·ani Street, Suite 488 Sa n Fr;u1cis co. CA 94105 architecture 4 15 398 7575 4 15 398 3829 fax \\'\ \"l\'.stud i osarch i tcct1 tr c .com Exhibit A: Scope of Services Date: January 10, 2018 PROPOSAL TO : Mr. Erick Serrano Associate Planner City of Cupertino PROJECT Community Development Department 10300 Torre Avenue Cupertino, CA 95010 City of Cupertino Design Review Consultation Cupertino Village Hotel N. Wofe Road Cupertino, California STUDIOS Architecture (STUDIOS) is pleased to submit this proposal for Architectural Consulting Services to the City of Cupertino Planning Department. I. PROJECT DESCRIPTION: Assist the City of Cupertino Planning Staff in Site and Architectural Design Review of development proposals submitted to the City of Cupertino for review and approval. II. SCOPE OF BASIC SERVICES : David Sabalvaro, AIA LEED AP, a Principal of STUDIOS Architecture shall provide the following limited consulting services: A. Visit Site for context information . Review submitted development proposal generally consisting of site plans, floor plans, sections, elevations, renderings and written information. (1 site visit) B. Initial Meeting (Meeting# 1 ): Meet with City Planning Staff and Applicant to provide initial comments, ask questions, discuss important issues per City of Cupertino requirements , design guidelines and policies. C. Review re-submittal of Plans, following Initial Meeting and provide comments, and/or mark- ups, etc. and discuss with City of Cupertino Planning Staff via telephone and/or email prior to meeting. Mr . Erick Serrano Associate Planner City of Cupertino Consulting Services March 7, 2017 D. If required -Attend a Second Project Review meeting with Cupertino Planning Staff and provide additional comments to Project Applicant regarding updated plans . (Cupertino Visit -Meeting #2) E. If required -Review Responses and Re-Submittal package from Project Applicant and comment. Ill. SERVICES EXCLUDED : A. Consulting Services are limited to those listed above . Actual Design Services or Major Re- Design of proposed developments are not anticipated and not included in the proposed scope of services . B. The proposed compensation excludes any sub consultants for detailed review outside of general architectural design issues . C. It is assumed that adequate review time will be provided Exhibit C: Compensation Ill. COMPENSATION : Page 2 For the above referenced scope of services , we propose to be compensated on a Time and Material Basis. A. Hourly Rates: Assumed Maximum Man-hours: 15 man-hours @ $200/hour = $3,000.00 David Sabalvaro, AIA LEED AP Principal (Note : Travel time to the City of Cupertino from the City of San Francisco and back will also be billed when required to attend informal review meetings .) B. Sub-Consultant Services: Sub-Consultant services are not anticipated at this time and thus are not included here . If it is determined during the course of the project , that the services of a consultant are requ ired , STUDIOS will submit a separate proposal. C. Reimbursable Expenses (if required) Estimated $300.00 Normal project related reimbursable expenses such as printing, postage , delivery services, long distance phone calls (excluding 405 ,510 ,650 Area Codes), facsimile Mr . Erick Serrano Associate Planner City of Cupertino Consulting Services March 7, 2017 transmissions , mileage , CADD plots , and special project-related supplies will be charged at 1.1 times the cost to STUDIOS . D. Total Fee Allowance= $3,000 (Labor) + $300.00 (Reimbursables) = $3,300.00 Exhibit B : Schedule of Performance IV . PROPOSED SCHEDULE : TBD V. Contract : City of Cupertino Consultant Services Agreement Thank you for the opportunity to present this proposal. Please provide a Purchase Order for this project and Invoice instructions , policies and procedures . Sincerely, STUDIOS Architecture ~ David Sabalvaro , AIA LEED AP Principal Page 3 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 1/3 1/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~~~r~cT David Eckman Dealey , Renton & Associates p~~N•~-~-"· 510-465-3090 I rffc Nol : 510-452-2193 P . 0 . Box 12675 ~oMDA~~ss : deckman@dealevrenton .com Oak land CA 94604-2675 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : American Insurance Company 21857 INSURED STUDIARCH INSURER B : American Automobile Ins. Co. 2 1849 STUDIOS Arch itecture INSURER c : XL Specialty Insurance Co . 37885 1625 M Stree t NW Washington DC 20036-3509 INSURER D : INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 1792222025 REVISION NUMBER: THIS IS TO CERT IFY TH AT THE POLICIES OF INSURANCE LI STED BELOW HAV E BEEN ISSUED TO THE IN SUR ED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDIT ION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPE CT TO WH ICH THIS CERTIFI CATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUS IONS AN D CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLA IMS . INSR ADDL SUBR POLICY EFF POLIC Y EXP LTR TY PE OF INSURANCE IIJ~n l un,n POLICY NUMBER (MM/DD/YYYYl (MM/DD/YYYYl 'LIMITS A X COMMERCIAL GENERAL LIABILITY AZC80919335 1/1/2018 1/1/2019 EACH OCCURRENCE S 1,000,000 -Q CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence l S 1,000,000 MED EXP (Any one person) S 10,000 - PERSONAL & ADV INJURY S 1,000 ,000 ,__ GEN'L AGGREGATE LIM IT APP LI ES PER: GENERAL AGGREGATE S 2,000 ,000 · R 0PRO-DLOC PRODUCTS -COMP/OP AGG $2 ,000,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY AZC80919335 1/1/2018 1/1 /20 19 ~~~~~~t';,~llNGLE LI MIT S 1 000000 ~ ANY AUTO BODILY INJURY (Per person) s -OWNED ~ SCHEDU LED BOD IL Y INJURY (Pe r accident) s -AUTOS ON LY -AU TOS X HIRED X NON -OWN ED ip~~~~c~di;;;,gAMAGE $ -AUTOS ON LY -AUTOS ONLY s B UMBRELLA LIAB MOCCUR CGX24649444 1/1/2018 1/1 /2 019 EACH OCCURRENCE $5 ,000,000 X E XCESS LIAB CLAIMS-MADE AGGR EG ATE S 5,000 ,000 DED I I RETENTION s s B WORKERS COMPENSATION SCW00019 11 801 1/1/2018 1/1/2019 X I ~~fTUTE I I OTH- AND EMPLOYERS' LIABILITY ER YIN ANYPRO PRIETOR/P AR TNER/EXECUTI VE D N/A E.L. EAC H ACC IDENT $1 ,000,000 OFFIC ER/MEMB ER EXCLU DED ? (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE S 1,000 ,000 If yes, describe under E.L. DISEASE -POLICY LIMIT S 1,000 ,000 DESCRIPT ION OF OPERAT IONS below C Professional Liabilily DPR 9920520 1/1/2018 1/1/2019 $5,000,000 per Cla im $7 ,000 ,000 Annual Agg regate DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attac hed if more space is requi re d) Re : Cuperti no On-Ca ll Design Review Co nsulting Services -The City of Cupertino , its Ci ty Council, boards and commissio ns , officers , employees and v o lu nteers are named as Additio na l Insureds as respects Genera l Li abi lity and Automobi le Liability for claims arising from the opera tio ns of the named insured . Waiver of Subrogation applies to the General Liability and Automobile Liability policies . Cancellation : 30 Day/10 Day for Non-Payment of Premium . CERTIFICATE HOLDER CANCELLATION 30 D N t' av o rce o fC II t ance a ,on SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. Attn : Ari el Lattan zi 10300 Torre Ave. AUTHORI ZE D REPRESENTATIVE Cupertino CA 95014 AJ...--l. e. ~ I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD EXCERPTS FROM: Fireman 's Fund ABC MUL TICOVER -AB 91 89 08 07 THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: AMERICAN BUSINESS COVERAGE 2. Blanket Additional Insured Section II -Liability Coverage, Part I. Who Is An Insured, Item 2. is amended to include: f. Any person or organization that you are required by a written insured contract to include as an insured, subject to all of the following provisions: (1) Coverage is limited to their liability arising out of: (a) the ownership, maintenance or use of that part of the premises, or land owned by, rented to, or leased to you; or (b) your ongoing operations performed for that insured; or (c) that insured's financial control of you; or (d) the maintenance, operation or use by you of equipment leased to you by such person(s) or organization(s) 4. Blanket Waiver of Subrogation Section II -Liability Coverage, Part K. Liability and Medical Payments General Conditions, is amended to include: 6. Transfer or Rights of Recovery Against Others to us and Blanket Waiver of Subrogation b. If required by a written insured contract, we waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your operations or your work for that person or organization. 19. Common Policy Conditions (AB 00 09 A 01 87), Part H. Other Insurance , Item 2 is replaced with: 2. Coverage C -Liability If other valid and collectible insurance is available to any insured for a loss we cover under Coverage C of this Coverage Part our obligations are limited as follows: a . The insurance provided under this policy is primary if you are required by a written insured contract to include any person or organization as an insured, but only with respect to that insured's liability arising out of the ownership, maintenance , or use of that part of the premises owned by or rented to you, or your work for that insured by or for you. Any other insurance available to that person or organization is excess and noncontributory with this insurance . EXCERPT FROM: PROPERTY/LIABILITY POLICY·· AB 90 00 12 93 II. K. 5. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or suit is brought. Additional Insured -Owners, Lessees or Contractors -AB 90 67 12 93 Policy Amendment Section II Insured: STUDIOS Architecture P d Dealey , Renton & Associates ro ucer : P. 0. Box 12675 Oakland CA 94604-2675 Schedule Name of Person(s) or Organization(s) Policy Number: AZC80919335 Effective Date: 1/1/2018 Re: Cupertino On-Call Design Review Consulting Services -The City of Cupertino , its City Council, boards and commissions , officers , employees and volunteers are named as Additional Insureds as respects General Liability and Automobile Liability for claims arising from the operations of the named insured . Waiver of Subrogation applies to the General Liability and Automobile Liability policies. Cancellation: 30 Day/1 O Day for Non-Payment of Premium . (If no en!Iy appears above, information required to co mpl ete this Endorsement wi ll be shown m the Declarations as app licable to this Endorsement.) The following is added to Part I -WHO IS AN IN- SURED in the Business Liability Section of this policy 5. The person or organization shown in the Schedule is also an in sured, but only with respect to li ability arising out of your work for that insured by or for you. All other terms and conditions of the policy apply. This Fonn must be attach ed to Change E ndorsement when issued after the poli cy is written. One of the Fireman's Fund In sura nce Companies as named in the po li cy AB9067 12-93 Contai ns Copyrig hted Material of Insurance Services Office, Inc. 1984 POLICY NUMBER : AZC80919335 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: STUDIOS Architecture Endorsement Effective Date: 1/1/2018 Name Of Person(s) Or Organization(s): SCHEDULE Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage , but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form . CA 20 481013 © Insurance Services Office, Inc., 2011 Page 1 of 1