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06-19-2018 Searchable PacketCITY OF CUPERTINO AGENDA CITY COUNCIL 6:00 PM 10300 Torre Avenue and 10350 Torre Avenue Tuesday, June 19, 2018 Non-televised Closed Session (6:00) and Televised Regular Meeting (6:45) CLOSED SESSION - 6:00 PM City Hall Conference Room A, 10300 Torre Avenue 1.Subject: Conference with Real Property Negotiators (Government Code Section 54956.8); Property: Cupertino Municipal Water System; Agency Negotiator: Timm Borden; Negotiating Parties: City of Cupertino and San Jose Water Company; Under Negotiation: Terms for City Leased Asset PLEDGE OF ALLEGIANCE - 6:45 PM Community Hall Council Chamber, 10350 Torre Avenue ROLL CALL CEREMONIAL MATTERS AND PRESENTATIONS 2.Subject: Proclamations to the 2018 CREST Award winners Recommended Action: Present proclamations to the 2018 CREST Award winners 3.Subject: Proclamation to Public Works Department Stormwater Pollution Inspector Manny Barragan for his dedicated service to our community Recommended Action: Present proclamation to Public Works Department Stormwater Pollution Inspector Manny Barragan for his dedicated service to our community 4.Subject: Presentation from the Recreation and Community Services department recognizing July as National Park & Recreation Month Recommended Action: Receive presentation from the Recreation and Community Services department recognizing July as National Park & Recreation Month POSTPONEMENTS Page 1 1 June 19, 2018City Council AGENDA ORAL COMMUNICATIONS This portion of the meeting is reserved for persons wishing to address the council on any matter not on the agenda. Speakers are limited to three (3) minutes. In most cases, State law will prohibit the council from making any decisions with respect to a matter not listed on the agenda. STUDY SESSION 5.Subject: Proposed restructuring of Cupertino’s business license tax Recommended Action: Provide staff direction on a proposed restructuring of the Cupertino’s business license tax Staff Report A - Voter Poll Results.docx B – Employee Count Business Tax Models C - Cupertino Business License Tax Rates (2018) D - Potential Projects CONSENT CALENDAR Unless there are separate discussions and/or actions requested by council, staff or a member of the public, it is requested that items under the Consent Calendar be acted on simultaneously. 6.Subject: Approve the June 4 (Study Session) City Council minutes Recommended Action: Approve the June 4 (Study Session) City Council minutes A - Draft Minutes 7.Subject: Approve the June 5 City Council minutes Recommended Action: Approve the June 5 City Council minutes A - Draft Minutes 8.Subject: Declare brush to be a potential fire hazard and set hearing for July 3 for determination of public nuisance and for objections to proposed removal Recommended Action: Adopt Resolution No. 18-062 declaring brush to be a potential fire hazard and set hearing for July 3 for determination of public nuisance and for objections to proposed removal Staff Report A - Draft Resolution Page 2 2 June 19, 2018City Council AGENDA 9.Subject: Agreement Extension and Amendment with Lifetime Tennis Inc., DBA Lifetime Activities Inc. Recommended Action: Authorize the City Manager to extend and amend the City's agreement with Lifetime Tennis Inc., DBA Lifetime Activities Inc. for six years (July 1, 2018 - June 30, 2024). Staff Report A - Current Agreement B - Unsigned First Amendment C - Draft Amendment D - Notice to Extend and Amend, Nov 2017 10.Subject: Cooperative purchasing agreement with Packet Fusion, Inc. for the technology refresh of the City's telephone system Recommended Action: Authorize the City Manager to negotiate and entering a cooperative purchasing agreement with Packet Fusion for Voice over Internet Protocol (VoIP) equipment, technical services, training and five years of maintenance for a total amount of $204,009 Staff Report A - Draft Contract 11.Subject: Agreement with Dan Gertmenian for the Math Olympiad education program for the period of July 1, 2018 - June 30, 2019. Recommended Action: Authorize the City Manager to execute an agreement with Dan Gertmenian for the Math Olympiad youth program for the one-year period of July 1, 2018 - June 30, 2019. Staff Report A - Draft Agreement 12.Subject: Application for Alcohol Beverage License for Dish N Dash, Inc (dba Dish N Dash), 20750 Stevens Creek Boulevard Recommended Action: Recommend approval to the California Department of Alcoholic Beverage Control of the application for Alcohol Beverage License for Dish N Dash, Inc (dba Dish N Dash), 20750 Stevens Creek Boulevard Staff Report A - Application SECOND READING OF ORDINANCES PUBLIC HEARINGS Page 3 3 June 19, 2018City Council AGENDA 13.Subject: Pogo Pilot Project Recommended Action: Approve extending the Pogo Pilot Project through June 30, 2019. Staff Report 14.Subject: Agreement with Airbnb to collect transient occupancy taxes from its platform users who operate short-term rentals in Cupertino. Recommended Action: Authorize the City Manager to enter into a voluntary collection agreement with Airbnb to collect transient occupancy taxes owed to City from short-term rental operators in Cupertino using the Airbnb platform. Staff Report A - Draft Voluntary Collection Agreement 15.Subject: Ordinance amendment of the collection procedures for the City's Transient Occupancy Tax (TOT), which is a tax imposed on travelers when they rent accommodations within the City pursuant to Cupertino Municipal Code Title 3, Chapter 3.12 Recommended Action: 1. Conduct the first reading of Ordinance No. 18-2174: "An Ordinance of the City Council of the City of Cupertino amending Chapter 3.12 of the Municipal Code to provide for the collection of transient occupancy taxes from short-term rentals using internet-based/social media platforms"; and 2. Schedule the second reading of the ordinance for July 3 Staff Report A - Draft Ordinance B - Redlined Changes ORDINANCES AND ACTION ITEMS 16.Subject: Designation of voting delegate and alternates for League of California Cities Annual Conference, September 12-14, Long Beach Recommended Action: Designate a voting delegate and up to two alternates for League of California Cities Annual Conference, September 12-14, Long Beach Staff Report A - Conference Information REPORTS BY COUNCIL AND STAFF 17.Subject: Report on Committee assignments and general comments Recommended Action: Report on Committee assignments and general comments ADJOURNMENT Page 4 4 June 19, 2018City Council AGENDA The City of Cupertino has adopted the provisions of Code of Civil Procedure §1094.6; litigation challenging a final decision of the City Council must be brought within 90 days after a decision is announced unless a shorter time is required by State or Federal law. Prior to seeking judicial review of any adjudicatory (quasi-judicial) decision, interested persons must file a petition for reconsideration within ten calendar days of the date the City Clerk mails notice of the City’s decision. Reconsideration petitions must comply with the requirements of Cupertino Municipal Code §2.08.096. Contact the City Clerk’s office for more information or go to http://www.cupertino.org/index.aspx? page=125 for a reconsideration petition form. In compliance with the Americans with Disabilities Act (ADA), anyone who is planning to attend the next City Council meeting who is visually or hearing impaired or has any disability that needs special assistance should call the City Clerk's Office at 408-777-3223, 48 hours in advance of the Council meeting to arrange for assistance. Upon request, in advance, by a person with a disability, City Council meeting agendas and writings distributed for the meeting that are public records will be made available in the appropriate alternative format. Also upon request, in advance, an assistive listening device can be made available for use during the meeting. Any writings or documents provided to a majority of the Cupertino City Council after publication of the packet will be made available for public inspection in the City Clerk’s Office located at City Hall, 10300 Torre Avenue, during normal business hours and in Council packet archives linked from the agenda/minutes page on the Cupertino web site. IMPORTANT NOTICE: Please be advised that pursuant to Cupertino Municipal Code 2.08.100 written communications sent to the Cupertino City Council, Commissioners or City staff concerning a matter on the agenda are included as supplemental material to the agendized item. These written communications are accessible to the public through the City’s website and kept in packet archives. You are hereby admonished not to include any personal or private information in written communications to the City that you do not wish to make public; doing so shall constitute a waiver of any privacy rights you may have on the information provided to the City. Members of the public are entitled to address the City Council concerning any item that is described in the notice or agenda for this meeting, before or during Page 5 5 June 19, 2018City Council AGENDA consideration of that item. If you wish to address the Council on any issue that is on this agenda, please complete a speaker request card located in front of the Council, and deliver it to the Clerk prior to discussion of the item. When you are called, proceed to the podium and the Mayor will recognize you. If you wish to address the City Council on any other item not on the agenda, you may do so by during the public comment portion of the meeting following the same procedure described above. Please limit your comments to three (3) minutes or less. Page 6 6 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:118-4034 Name: Status:Type:Closed Session Agenda Ready File created:In control:5/29/2018 City Council On agenda:Final action:6/19/2018 Title:Subject: Conference with Real Property Negotiators (Government Code Section 54956.8); Property: Cupertino Municipal Water System; Agency Negotiator: Timm Borden; Negotiating Parties: City of Cupertino and San Jose Water Company; Under Negotiation: Terms for City Leased Asset Sponsors: Indexes: Code sections: Attachments: Action ByDate Action ResultVer. Subject: Conference with Real Property Negotiators (Government Code Section 54956.8); Property: Cupertino Municipal Water System; Agency Negotiator: Timm Borden; Negotiating Parties: City of Cupertino and San Jose Water Company; Under Negotiation: Terms for City Leased Asset CITY OF CUPERTINO Printed on 6/13/2018Page 1 of 1 powered by Legistar™7 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:118-3974 Name: Status:Type:Ceremonial Matters & Presentations Agenda Ready File created:In control:5/8/2018 City Council On agenda:Final action:6/19/2018 Title:Subject: Proclamations to the 2018 CREST Award winners Sponsors: Indexes: Code sections: Attachments: Action ByDate Action ResultVer. City Council6/19/2018 1 Subject: Proclamations to the 2018 CREST Award winners Present proclamations to the 2018 CREST Award winners CITY OF CUPERTINO Printed on 6/13/2018Page 1 of 1 powered by Legistar™8 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:118-3681 Name: Status:Type:Ceremonial Matters & Presentations Agenda Ready File created:In control:2/14/2018 City Council On agenda:Final action:6/19/2018 Title:Subject: Proclamation to Public Works Department Stormwater Pollution Inspector Manny Barragan for his dedicated service to our community Sponsors: Indexes: Code sections: Attachments: Action ByDate Action ResultVer. City Council6/19/2018 1 Subject: Proclamation to Public Works Department Stormwater Pollution Inspector Manny Barragan for his dedicated service to our community Present proclamation to Public Works Department Stormwater Pollution Inspector Manny Barragan for his dedicated service to our community CITY OF CUPERTINO Printed on 6/13/2018Page 1 of 1 powered by Legistar™9 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:118-4066 Name: Status:Type:Ceremonial Matters & Presentations Agenda Ready File created:In control:6/7/2018 City Council On agenda:Final action:6/19/2018 Title:Subject: Presentation from the Recreation and Community Services department recognizing July as National Park & Recreation Month Sponsors: Indexes: Code sections: Attachments: Action ByDate Action ResultVer. City Council6/19/2018 1 Subject: Presentation from the Recreation and Community Services department recognizing July as National Park & Recreation Month Receive presentation from the Recreation and Community Services department recognizing July as National Park & Recreation Month CITY OF CUPERTINO Printed on 6/13/2018Page 1 of 1 powered by Legistar™10 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:118-4078 Name: Status:Type:Study Session Agenda Ready File created:In control:6/11/2018 City Council On agenda:Final action:6/19/2018 Title:Subject: Proposed restructuring of Cupertino’s business license tax Sponsors: Indexes: Code sections: Attachments:Staff Report A - Voter Poll Results.docx B – Employee Count Business Tax Models C - Cupertino Business License Tax Rates (2018) D - Potential Projects Action ByDate Action ResultVer. City Council6/19/2018 1 Subject: Proposed restructuring of Cupertino’s business license tax Provide staff direction on a proposed restructuring of the Cupertino’s business license tax CITY OF CUPERTINO Printed on 6/13/2018Page 1 of 1 powered by Legistar™11 OFFICE OF THE CITY MANAGER CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3212 www.cupertino.org TELEPHONE: (408) 777-7603 www.cupertino.org CITY COUNCIL STAFF REPORT Meeting: June 19, 2018 Subject Proposed restructuring of Cupertino’s business license tax Recommendation Provide staff direction on a proposed restructuring of the Cupertino’s business license tax. Background The City’s business license tax was enacted in 1992 with minor amendment. Rates have been increased periodically based on inflation and are estimated to generate about $800,000 in FY 2017-18. As part of the City’s Work Program, staff presented background information on restructuring the City’s business license tax at a study session on June 5, 2018, including the City’s current business license structure, business profile, and preliminary public opinion polling data. The polling data indicated that a majority of likely November voters would support an employee-based business license tax with large business paying more than small businesses (see Attachment A). At the study session, Council directed staff to return on June 19, 2018 with information and several draft models for restructuring the business license tax. Information requests included a list of potential projects that could be funded with revenue generated from a restricted business license tax, feedback from the business community, Council’s ability to refund tax revenues in exchange for community benefits or partnership agreements, and information on other key parameters. Discussion Business Tax Models Below is information regarding several types of business tax models as requested by Council at the June 19 study session. These models were developed using examples from 12 structures used by other cities and feedback from meetings with individual Council members. Employee-Count Business Tax Models Based on individual feedback from Council Members, staff developed five models tied to employee counts (see Attachment B). The models are based on data from our business license database and the California Employment Development Department (EDD) and the US Census Bureau’s 2016 Zip Business Patterns. Unfortunately, our current business license application does not ask applicants to self-report their employee count. EDD provides employee count ranges, which are not ideal. Therefore, the data in the model is based on rough estimates. It’s also important to note that nonprofit organizations were excluded as they are currently exempt from the City’s business license tax. Like Mountain View’s proposed measure, under the five employee count models in Attachment B, employers would pay a flat base fee plus a progressive per-employee rate that increases in increments as the employee count increases. Businesses with less than 99 employees would not be subject to a per-employee rate in any of the five models. Larger businesses would not pay an employee rate for the first 99 employees. From a policy perspective, this ensures that small businesses will not be negatively impacted. Most cities take a similar approach to protecting small businesses. Cupertino has very few large businesses and a relatively small number of medium size businesses compared to other cities. Therefore, the per-employee rate is estimated to impact only about 30 businesses in the City. However, those 30 businesses are estimated to employ 75% of the total workforce in Cupertino. The models generate between $4.1 million and $32.7 million with per-employee rates of $150 to $1,500 for the largest employer. The base business license rate is $140 in Cupertino, which increases annually based on inflation. For this reason, the models start at a base rate of $150. Model 4 and Model 5 have the most aggressive rates for the largest employers. Staff would not recommend moving forward with either of these proposals without carefully weighing the potential negative impacts on future employment in the City and conducting additional polling to determine resident support. Payroll Tax Models Payroll taxes can either be paid by the employee or the employer and are often a percentage of salaries or wages. The table below shows examples of agencies that levy a 13 payroll tax on employers based on wages earned within the jurisdiction’s boundaries, and in the case of Newark, wages earned while supervised from within city limits. Very few cities structure their business tax as a payroll tax. Before San Francisco made efforts to move away from the payroll tax structure in 2014, they were the only major city in California to levy its entire business tax on payroll expense. During that time, San Francisco found that the exclusive payroll-based tax discouraged job creation and economic growth, lowered wages, and provided an unstable revenue stream. To address this issue, a tiered gross receipts tax was introduced in 2014 with the intent to replace the payroll tax which was amended to be phased out by 2018. However, the gross receipt s tax revenue has been less than expected so the payroll tax will continue in San Francisco to ensure revenue remains steady, although at a much lower rate estimated to be between 0.4% and 0.6%. Agency Payroll Expense Threshold Payroll Tax Rate Notes San Francisco, CA >$300,000 0.711% Prior to the introduction of the Gross Receipts Tax, the payroll tax rate was 1.5% Newark, NJ >$2,500 1% If more than 50% of an employer’s workforce is Newark residents, there is an exemption for Newark-resident employees over the 50% threshold Jersey City, NJ (Proposed) TBD 1% (Proposed) S-2581 is under consideration by the State of New Jersey; Tax revenue would go towards the school districts Tri-Met Transportation District (Oregon) All wages 0.7537% Lane County Mass Transit District (Oregon) All wages 0.73% New York City Metropolitan Transportation Authority (MTA) >$312,500 to $375,000 >$375,000 to $437,500 >$437,500 0.11% 0.23% 0.34% Staff consulted with outside counsel to confirm that the City may propose a payroll tax measure. While Council can pursue this type of business license tax structure, staff currently does not have the adequate data or information on the desired parameters to develop credible models. Data on wages of Cupertino employees is very limited. While we know that Cupertino employees on average earn $120,000 per year, developing a model under this assumption could be misleading. 14 If Council wishes to pursue this model, more time would be needed to develop credible estimates and develop a proposal for Council consideration. Neutral and Progressive Square-Foot-Based Business Tax Information on restructuring our current square footage to be neutral or progressive was also requested. The chart below shows the rates and ranges of cost by business size. Currently, about 870 business licenses are charged per square foot. Home businesses, sublessees, and businesses without a physical location within Cupertino are not charged based on square footage. Based on our business license database, a neutral model with a flat rate of 0.038 cents per square foot would generate an additional $4,000 to $11,000 per year. A progressive rate starting at 0.038 cents per square foot and increasing to 0.25 cents per square foot would generate an additional $56,000 to $64,000 per year. It is important to note that the business license tax is applied per location. Therefore, larger businesses with multiple buildings may not reach the higher square footage tiers as the separate buildings are not considered in aggregate. Other Key Parameters Council must consider other key parameters of a potential business license tax ballot measure, including whether the revenue would be used for general or specific purposes, General and Specific Tax Measures Currently, general taxes need to be approved by 50% of voters. These revenues are expended annually as part of the budget process. Special taxes used for a specific purpose requires 67% voter approval. Based on our poll, likely November voters are slightly more likely to support a specific tax but the difference is not statistically significant. Additionally, Cupertino would need to develop a spending plan to include as part of a specific tax measure, which would take several months. Rate ($/sq ft) Total Tax Rate ($/sq ft) Total Tax Rate ($/sq ft) Total Tax Base -$ $140 -$ $140 -$ $140 1-5,000 0.0380$ $140-$330 0.0380$ $140-$330 0.0380$ $140-$330 5,001-25,000 0.0331$ $330-$992 0.0380$ $330-$1,090 0.0500$ $330-$1,330 25,001-75,000 0.0287$ $992-$2,427 0.0380$ $1,090-$2,990 0.0750$ $1,330-$5,080 75,001-100,000 0.0237$ $2,427-$3,020 0.0380$ $2,990-$3,940 0.1000$ $5,080-$7,580 100,001-150,000 0.0189$ $3,024-$3,965 0.0380$ $3,940-$5,840 0.1500$ $7,580-$15,080 150,001+0.0048$ $3,965+0.0380$ $5,840+0.2500$ $15,080+ Cupertino Business License Fee Structure Regressive Structure (Current)Neutral Rate Structure Progressive Structure Square Footage Range 15 Cupertino could take Mountain View’s approach of passing a resolution prioritizing projects that would be funded with the additional revenue, should the measure be successful. The resolution could be passed by Council at a later date. Methodology for Part-Time Employees Models for per-employee business license taxes are based on full-time employees. However, many businesses employ part-time employees. Council will need to consider how to treat part-time employees for purposes of the business license tax. San Jose and Redwood City both charge half of the employee rate for part-time employees. Methodology for Employers Located Outside of Cupertino Over 2,000 (or 52%) of business license holders in Cupertino are located outside of city limits. Currently, these businesses pay a flat rate fee. Council will need to consider how these businesses who are located outside of the city but have employees who work in Cupertino are treated under the restructured measure. Under Mountain View’s proposal, out of town pay a prorated base rate based on the av erage number of days working in City in calendar year plus incremental tax based on number of employees. This structure is also similar to San Jose. Methodology for Other Types of Businesses As seen in Attachment C, Cupertino currently has distinct business license tax rates for the businesses, including apartment houses and complexes, lodging -related businesses, entertainment-related businesses, coin operated devices, auctioneers, care homes and centers, seasonal lot sales, taxicabs and other miscellaneous businesses. Council should provide direction on consolidating these into the new structure or continue to charge them separate rates. Inflation The City’s current business license tax includes an inflationary index. Since 1992, this index has allowed the City to increase business license tax rates by an average rate of 1.8% per year. Counsel should consider adding a similar inflationary factor to any new business license tax structure. Implementation Timeline and Phasing Council should direct staff on the effective date and phasing of any proposed measure. Mountain View is setting an effective date of 2020 for smaller businesses subject to a registration fee. Larger companies would be phased in to new rates over two years starting in 2020. 16 Potential Community Amenities and Infrastructure Opportunities With revenues generated by any of the business tax models, the City Council would be able to later pursue a variety of community amenities or infrastructure investments. Poll respondents said their top funding priority would be transit improvements (25.6%), public infrastructure (24.4%), affordable housing (21.7%), parks and recreation (18.3%) and pedestrian/cyclist safety projects (10%). Although there has been a significant amount of discussion regarding the need to reduce traffic congestion and provide viable transit alternatives, the magnitude of any of the ranges of revenue produced by the various business tax models would likely not be sufficient to accomplish the construction of any of the currently suggested transit concepts. However, the revenue would likely be able to support all or portions of the planning, design, and environmental clearance to prepare a transit project well for competitive federal or state funding. Just to provide examples of the types of projects that have recently been discussed or have been part of recent master planning efforts such as the Bicycle Transportation Plan and the Citywide Parks Master Plan, the following sizable projects would likely be possible and are described in more detail in Attachment D: • Automated Transit Guideway (Study, Design, Environmental) from Mountain View Transit Station to Highway 280/Wolfe Road • East-West Transit (Study, Design, Environmental)—Stevens Creek Corridor to Downtown San Jose • Library Story Room Expansion • Electric Community Shuttle Service • Stevens Creek Class IV Bike Lanes, Wolfe Road to Foothill Blvd • Junipero Serra Trail  Regnart Creek Trail  Highway 85 Transit Guideway (Study, Design, Environmental) • New City Hall • Community Center (possible aquatic center, gym, performance space, incubator space, senior center, etc. • McClellan/De Anza Intersection Reconfiguration • Carmen Road Bike/Ped Bridge • UPRR Trail • Bike/Ped Overcrossing of Highway 85 at the Oaks • UPRR Bridge to Snyder-Hammond Leveraging Revenue The income stream produced by an annual business license tax can be leveraged to fund larger projects by using the income stream as security and debt service for Certificates of Participation or other forms of municipal debt. The amount of capital that can be raised is dependent upon a number of factors including the amount of revenue pledged for debt service, the length of time the security is outstanding before retirement, and the rate of interest required to successfully market the securities. As a rule of thumb for a longer 17 term issue (20-30 years) the amount of capital that can be raised can be expected to be roughly ten times the amount of annual revenue pledged. Tax Agreements Staff confirmed with outside Council that it may enter into a tax agreement, which allows for the refunding of business license tax under certain conditions established by Council. Council may wish to refund business license tax revenue in exchange for a community benefit or as part of a public-private partnership for an infrastructure or transit project. Cupertino Business Outreach Given the limited timeframe, staff targeted business outreach to the Chamber of Commerce and businesses that would be most impacted by the restructuring. Initial feedback includes concerns about how this measure would impact local businesses and in particular small businesses, businesses that employ low-wage workers, and businesses with small profit margins. Additionally, while there is a recognition that traffic is a significant issue affecting both residents and businesses, there is concern that the measure does not provide a spending plan that clearly articulates how it would provide a solution. Staff is partnering with the Cupertino Chamber of Commerce to host a business forum on a proposed restructuring of the business license tax on Monday, June 18, 2018. This event is being promoted in the Economic Development “Business Buzz” electronic newsletter, through the Chamber’s network, and utilizing additional business contact lists. Economic Development Manager Angela Tsui has reached out to schedule individual meetings with larger Cupertino employers including, Whole Foods, Seagate, Apple, Target, Safeway, Ranch 99, and the California Restaurant Association, as well as inviting them to attend the June 18 forum. Feedback from the forum and individual meetings will be presented to Council at the June 19 Council meeting. Next Steps If directed, staff will bring an action item to Council on July 3, 2018 authorizing the placement of a ballot measure on the November 2018 ballot. However , staff needs direction on the specific model Council wishes to pursue to prepare ballot language for Council consideration by July 3. The easiest option is to generally structure the measure after Mountain View’s per-employee proposal. Council can make different recommendations on specific rates and other key parameters. 18 Any other proposed structure would require additional time and effort to gather better data, study all parameters, and develop adequate models for Council to consider. Under this scenario, staff will likely not have time to prepare a proposal for Council consideration in time to meet County deadlines for the November 2018 election. Sustainability Impact To the extent that revenue measures support transportation infrastructure that reduces single vehicle miles traveled in Cupertino, there would be a reduction in greenhouse gases. Fiscal Impact If approved by voters, these measures could increase revenues by millions of dollars. Prepared by: Jaqui Guzmán, Deputy City Manager Approved for Submission by: David Brandt, City Manager Attachments: A – Voter Poll Results B – Employee Count Business Tax Models C – Cupertino Business License Tax Rates (2018) D – Potential Projects 19 City of Cupertino Business License Tax & Storm Drain Fee Survey May 2018 | Overview & Response Rates 20 Overview and Objectives The City of Cupertino commissioned Voxloca to conduct a survey of its residents using our modern surveying methodology that allows cities and organizations to quickly reach residents or voters and obtain a statistically valid sample of public opinion. This brief, seven-question survey focused on proposed increases to: ● the business license tax and ● the storm drain fee. 21 Survey Methodology Data Collection Surveys administered via SMS text and email Universe Likely November 2018 voters Fielding Dates May 23-25, 2018 Sample Size n=372 (SMS n=199, email n=173) Margin of Error +/- 5.05% 22 Survey Sample Methodology We randomly sampled likely November 2018 voters and received 372 responses. Final survey results were weighted to model the projected voter universe for high off-year turnout. If a recipient had a wireless phone number, we attempted to administer the survey via SMS text. After the initial prompt, the recipient was given the ability to opt out of subsequent contacts. 23 Response Rates Our response rates were 50% better than the national average demonstrating a strong level of interest from Cupertino residents to share information with the city. SMS text Email # completed survey 199 173 % response rate 9.3%10.4% 24 Q1 Do you believe employers should contribute tax dollars to pay for road improvements and other public infrastructure regularly used by their employees? 25 Q2 The average cost of a business license in Cupertino is $188. Would you support an increase in the business license tax with large companies paying substantially more than small businesses? 71% Combined Yes 26 Q3 Would you support an increase in the Cupertino business license tax for general city services? 63% Combined Yes 27 Q4 Would you support an increase in the business license tax for a specific purpose like transportation, housing, or parks? 69% Combined Yes 28 Q5 Which would be your top priority for a funding increase? 29 Q6 Would you support an increase in the storm drain fee of $12 per year for each residential dwelling to protect local creeks and the San Francisco Bay against pollution? 62% Combined Yes 30 Q7 To continue these programs and meet ever more stringent State laws, would you be willing to increase the fee which has remained unchanged since 1992 to (or no change): 57% Increase fee to $24+ 31 Summary of Key Findings 1.Business License Tax: A supermajority (71%) of likely November voters support the general concept of increasing the current $188 tax with large companies paying substantially more than small businesses. 69% of Cupertino voters are more likely to approve an increase if it is dedicated to specific purposes like “transportation, housing or parks.” 2.Storm Drain Fee: A majority (62%) of likely November voters support the general concept of increasing the current $12 annual fee. 57% of Cupertino voters would support increasing the fee to $24 or more annually. 32 Revenue Projection Models for Potential Employee Based Business License Tax General Assumptions:  1. There are about 3,800 active business licenses in Cupertino.  2. Data on the number of employees was estimated based on data from the CA  Employment Development Department and the U.S. Census Bureau’s 2016 Zip  Business Patterns.   3. There are about 2,200 business licenses where the business location is outside of  Cupertino.   4. Businesses with different locations but the same owner were combined.   5. Non‐profits and other exempt businesses are exempt from the tax and therefore  not included.   6. These are estimates based on the last two years of business license data.   Numbers are likely to shift if an employee based tax is imposed.   7. There is no cap on any of the models.   Models:  The models provided below are all progressive models where the employer pays for all  employees, except the first 99, at incremental rates that progressively increase with the  number of employees.  The models were varied based on the per employee rates with  Model 1 having the least aggressive rates and Model 5 having the most aggressive.     Model 1: Per Employee Rates Up To $150 Employee  Range # Businesses % of  Businesses  in Tier Estimated #  Employees Base Rate Employee Rate Total BL Tax 1‐93,128                    89.4% 3,400                     150 ‐$                        469,200$                       10‐49 300                       8.6% 4,000                     250 ‐$                        75,000$                          50‐99 40                         1.1% 2,400                     500 ‐$                        20,000$                          100‐249 25                         0.7% 3,350                     500 50.00$                    56,250$                          250‐499 5                            0.1% 1,350                     500 75.00$                    47,625$                          500‐999 1                            0.0%500                        500 100.00$                 26,725$                          1,000‐4,999 0.0%500 125.00$                 ‐$                                5,000+1                            0.0% 24,000                   500 150.00$                 3,426,550$                    Total 3,500                    100.0% 39,000                   4,121,350$                    33 Revenue Projection Models for Potential Employee Based Business License Tax       Model 2: Per Employee Rates Up To $300 Employee  Range # Businesses % of  Businesses  in Tier Estimated #  Employees Base Rate Employee Rate Total BL Tax 1‐93,128                    89.4% 3,400                     150 ‐$                        469,200$                       10‐49 300                       8.6% 4,000                     250 ‐$                        75,000$                          50‐99 40                         1.1% 2,400                     500 ‐$                        20,000$                          100‐249 25                         0.7% 3,350                     500 50.00$                    55,000$                          250‐499 5                            0.1% 1,350                     500 100.00$                 50,000$                          500‐999 1                            0.0%500                        500 150.00$                 33,000$                          1,000‐4,999 0.0%500 200.00$                 ‐$                                5,000+1                            0.0% 24,000                   500 300.00$                 6,608,000$                    Total 3,500                    100.0% 39,000                   7,310,200$                    Model 3: Per Employee Rates Up To $425 Employee  Range # Businesses % of  Businesses  in Tier Estimated #  Employees Base Rate Employee Rate Total BL Tax 1‐93,128                    89.4% 3,400                     150 ‐$                        469,200.00$                  10‐49 300                       8.6% 4,000                     500 ‐$                        150,000.00$                  50‐99 40                         1.1% 2,400                     500 ‐$                        20,000.00$                    100‐249 25                         0.7% 3,350                     500 75$                         78,125.00$                    250‐499 5                            0.1% 1,350                     500 100$                       68,875.00$                    500‐999 1                            0.0%500                        500 200$                       36,775.00$                    1,000‐4,999 0.0%500 300$                       ‐$                                5,000+1                            0.0% 24,000                   500 425$                       9,411,500.00$              Total 3,500                    100.0% 39,000                   10,234,475.00$            Model 4: Per Employee Rates Up To $1,000 Employee  Range # Businesses % of  Businesses  in Tier Estimated #  Employees Base Rate Employee Rate Total BL Tax 1‐93,128                    89.4% 3,400                     150 ‐$                        469,200$                       10‐49 300                       8.6% 4,000                     500 ‐$                        150,000$                       50‐99 40                         1.1% 2,400                     500 ‐$                        20,000$                          100‐249 25                         0.7% 3,350                     500 50$                         56,250$                          250‐499 5                            0.1% 1,350                     500 100$                       50,250$                          500‐999 1                            0.0%500                        500 250$                       33,100$                          1,000‐4,999 ‐                        0.0%‐                         500 500$                       ‐$                                5,000+1                            0.0% 24,000                   500 1,000$                    21,158,100$                  Total 3,500                    100.0% 39,000                   21,936,900$                  34 Revenue Projection Models for Potential Employee Based Business License Tax   Model 5: Per Employee Rates Up To $1,500 Employee  Range # Businesses % of  Businesses  in Tier Estimated #  Employees Base Rate Employee Rate Total BL Tax 1‐93,128                    89.4% 3,400                     150 ‐$                        469,200$                       10‐49 300                       8.6% 4,000                     500 ‐$                        150,000$                       50‐99 40                         1.1% 2,400                     500 ‐$                        20,000$                          100‐249 25                         0.7% 3,350                     500 75$                         78,125$                          250‐499 5                            0.1% 1,350                     500 100$                       68,875$                          500‐999 1                            0.0%500                        500 250$                       36,825$                          1,000‐4,999 ‐                        0.0%‐                         500 750$                       ‐$                                5,000+1                            0.0% 24,000                   500 1,500$                    31,662,075$                  Total 3,500                    100.0% 39,000                   32,485,100$                  35 36 New City Hall ●Approximate Size 40,000 sf ●Two Floors with Underground Parking ●Estimated Cost: ~$75-95M 37 Library Expansion ●“Perch” Addition ●Approximate Size: 4,420sf ●Estimated Cost: ~$8.5M 38 Enhanced Community Facilities Potential Amenities include: ●Aquatic Center (2 pool): ~$25-50M ●Multistory Gym (50k s.f.): ~$50-100M ●Multistory Arts / Performance/ Community/ Incubator Space (100k s.f.): ~$80 -120M ●Renovated Sports Center: ~$15-18M ●Expanded Senior Center: ~$10-15M 39 Electric Community Shuttle ●6 shuttles operating weekdays 8 am to 6 pm ~$1.5M/year ●6 shuttles operating daily 8 am to 6 pm ~$2M/year 40 Bicycle Transportation Plan ●Stevens Creek Class IV Bike Lanes, Phases 2 & 3: ~$5-6M ●McClellan/DeAnza Intersection Reconfiguration: ~$1-2M ●Bike/Ped Overcrossing of Hwy 85 at the Oaks: ~$10-20M ●Carmen Rd Bridge: ~$2-4M ●Junipero Serra Trail: ~$7-52M ●Regnart Creek Trail: ~$5-6M ●UPRR Bridge to Snyder-Hammond: ~$2-6M ●UPRR Trail -~$10-20M 41 Automated Guideway Transit Study – Mt. View Transit Station to I-280/Wolfe Rd Study to connect future Mountain View system (North Bayshore to downtown transit station) to Apple/Vallco area. Study cost -~$1.5-2M 42 Hwy 85 Transit Guideway Study – Hwy 101 in San Jose to Hwy 101 in Mt. View Although $350M is currently included in the Santa Clara County Measure B Program, this funding could bridge any gaps to expedite planning and design - ~$5-10M 43 Transit Study –Stevens Creek Corridor to Downtown San Jose Study to connect the Cupertino and Santa Clara and downtown San Jose with timely and viable transit, possible subway system. Conceptual Study cost -~$1.5-2M 44 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:118-4035 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:5/29/2018 City Council On agenda:Final action:6/19/2018 Title:Subject: Approve the June 4 (Study Session) City Council minutes Sponsors: Indexes: Code sections: Attachments:A - Draft Minutes Action ByDate Action ResultVer. City Council6/19/2018 1 Subject: Approve the June 4 (Study Session) City Council minutes Approve the June 4 (Study Session) City Council minutes CITY OF CUPERTINO Printed on 6/13/2018Page 1 of 1 powered by Legistar™45 DRAFT MINUTES CUPERTINO CITY COUNCIL Monday, June 4, 2018 SPECIAL CITY COUNCIL MEETING At 4:02 p.m. Mayor Darcy Paul called the Special City Council meeting to order in the Cupertino Community Hall Council Chamber, 10350 Torre Avenue and led the Pledge of Allegiance. Present: Mayor Darcy Paul, Vice Mayor Rod Sinks, and Councilmembers Barry Chang, Steven Scharf, and Savita Vaidhyanathan. Absent: None. STUDY SESSION 1. Subject: Study Session regarding Vallco Specific Plan Recommended Action: Conduct study session regarding Vallco Specific Plan and provide direction to staff Written communications for this item included emails and a letter to Council, and a presentation. Assistant City Manager and Director of Community Development Aarti Shrivastava explained the format of the study session. Senior Planner Catarina Kidd reviewed the staff report. Daniel Parolek, Principal of Opticos Design, Inc., gave a presentation summarizing the Charrette process. Benjamin Sigman, Principal of Economic and Planning Systems, Inc. (EPS), continued with the presentation regarding the program feasibility. Patrick Siegman, Principal of Siegman & Associates, continued the presentation with a summary of traffic reduction strategies. The consultants and staff answered questions from Council. 46 Council recessed from 5:55 p.m. to 6:00 p.m. Mayor Paul opened public comment and the following individuals spoke: Jennifer Griffin Deborah Jamison (Cupertino resident) on behalf of the Santa Clara County Audubon Society Ed Hirshfield (Cupertino resident) Phyllis Dickstein (Cupertino resident) Michael Newman (Sunnyvale resident) Janet Van Zoeren (Cupertino resident) on behalf of Housing Choices Cupertino Task Force Jan Stokley on behalf of Housing Choices Cupertino Task Force Geoff Paulsen (Cupertino resident) Jason Uhlenkott (Sunnyvale resident) John Stubblebine (Cupertino resident) Randy Shingai (San Jose resident) Liang Chao (Cupertino resident) Lisa Warren (Cupertino resident) Kitty Moore (Cupertino resident) (distributed written comments) Nathan Ho (San Jose resident) on behalf of Silicon Valley Leadership Group Pilar Lorenzana on behalf of SV@Home Tracey Edwards (Cupertino resident) on behalf of the League of Women Voters Max Kapczynski (Palo Alto resident) Reed Moulds on behalf of Sand Hill Property Mayor Paul closed public comment. Recessed from 6:00 p.m. to 7:14 p.m. Councilmember Barry Chang left the meeting at 7:17 p.m. Council requested staff to follow-up on these items:  Confirm maximum heights for the options of 2,640 and 3,250 residential units.  Confirm the units allowed, the number of required below market rate units, and those allowed by Density Bonus Law.  Confirm 2,640 plus 1.5 mil sq. ft. office and 3,250 plus 750 sq. ft. office housing options are by the Environmental Impact Report (EIR) or would require recirculation and delay.  Look into the provision of more than 15% affordable housing requirements in the 47 development agreement.  Confirm BMR distribution requirements and the application of tax credits.  Provide additional documentation based on Council’s desired residential ranges.  Consider performing arts theater as specialty use classification.  Study federal tax credit subsidy potential for affordable housing concentrations. ORAL COMMUNICATIONS Jennifer Griffin talked about senior housing in Cupertino and Santa Cruz, and the elderly moving out of their homes. ADJOURNMENT At 8:43 p.m., Mayor Paul adjourned the meeting. ________________________________ Kirsten Squarcia, Deputy City Clerk 48 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:117-3283 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:11/13/2017 City Council On agenda:Final action:6/19/2018 Title:Subject: Approve the June 5 City Council minutes Sponsors: Indexes: Code sections: Attachments:A - Draft Minutes Action ByDate Action ResultVer. City Council6/19/2018 1 Subject: Approve the June 5 City Council minutes Approve the June 5 City Council minutes CITY OF CUPERTINO Printed on 6/13/2018Page 1 of 1 powered by Legistar™49 DRAFT MINUTES CUPERTINO CITY COUNCIL Tuesday, June 5, 2018 REGULAR CITY COUNCIL MEETING PLEDGE OF ALLEGIANCE At 6:45 p.m. Mayor Darcy Paul called the Regular City Council meeting to order in the Cupertino Community Hall Council Chambers, 10350 Torre Avenue and led the Pledge of Allegiance. ROLL CALL Present: Mayor Darcy Paul, Vice Mayor Rod Sinks, and Councilmembers Barry Chang, Steven Scharf, and Savita Vaidhyanathan. Absent: None. CLOSED SESSION Mayor Paul announced that a closed session was held on May 23, 2018 regarding: Subject: Public Employee Performance Evaluation (Gov't Code Section 54957). Title: City Attorney. Subject: Public Employee Discipline/Dismissal/ Release (Gov’t Code Section 54957). Mayor Paul noted that no action was taken on either item. Mayor Paul also announced that a closed session was held on June 5, 2018 regarding: Subject: Public Employee Performance Evaluation (Gov't Code Section 54957). Title: City Attorney. Subject: Public Employee Discipline/Dismissal/ Release (Gov’t Code Section 54957). Mayor Paul noted that no action was taken on either item. 50 City Council Minutes June 5, 2018 CEREMONIAL MATTERS AND PRESENTATIONS 1. Subject: Proclamation to Naomi Desai from Girl Scout Troop 60321 for earning the highest Girl Scout award Recommended Action: Present Proclamation to Naomi Desai from Girl Scout Troop 60321 for earning the highest Girl Scout award Mayor Paul presented a Proclamation to Naomi Desai from Girl Scout Troop 603 21 for earning the highest Girl Scout award. 2. Subject: Proclamations and presentations for the winners of <hack>Cupertino 2018 Recommended Action: Present proclamations and receive presentations from the three winning teams: Vibes Save Lives, Agoration, Stress Oppress Mayor Paul presented Proclamations to the winners and participants of <hack>Cupertino 2018, and Council received the presentations from the winning teams: Vibes Save Lives, Agoration, Stress Oppress. 3. Subject: Presentation by Cupertino-Hsinchu, Taiwan Sister City Association (CHSCA) Recommended Action: Receive presentation by Cupertino-Hsinchu, Taiwan Sister City Association (CHSCA) Council received a presentation by Cupertino-Hsinchu, Taiwan Sister City Association (CHSCA) regarding the recent student and adult delegation. STUDY SESSION 4. Subject: Study session on potential revenue measures related to business license tax and storm drain fee. Recommended Action: Provide staff direction on next steps towards exploring an increase in the City’s business license tax that is employee-based and increasing the storm drain fee. Written communications for this item included emails and a letter to Council, a staff presentation, and results from the business tax and storm drain fee survey. Vice Mayor Sinks noted that he would be recusing himself from this discussion and left the dais. Deputy City Manager Jaqui Guzman reviewed the staff report and presentation. 51 City Council Minutes June 5, 2018 Consultant Ryan Buckley from Voxloca reviewed results of the survey. Mayor Paul opened public comment and the following individuals spoke: Kevin McClelland on behalf of Cupertino Chamber of Commerce Andrew Walters on behalf of Cupertino Chamber of Commerce (distributed written comments) Jennifer Griffin Liang Chao (Cupertino resident) Mayor Paul closed public comment. Councilmembers agreed to separate the discussion on business license tax and storm drain fee so that Vice Mayor Sinks could participate in the latter. Councilmembers asked staff additional questions and made comments on the business license tax discussion first. Council directed staff to study the following items and come back on June 19 with models, a draft expenditure plan, and feedback from businesses and receive furt her staff direction regarding a ballot measure in November 2018:  Look into tax on percentage of salaries  Look into also using monies for affordable housing  Decide on general or specific tax  Input from business community  Entering into a Public Private Partnership (PPP)  Possible bond financing  Comparison of business license tax from regressive to neutral  Data on how many employees are in Cupertino  Expenditure plan for usage of funds and engaging consultants on possible transit plan Vice Mayor Sinks returned to the dais for the storm drain fee discussion. Council directed staff to study the following items and come back when ready with analysis on increasing the storm drain fee.  Forecast over time what costs would be  Research cost recovery 52 City Council Minutes June 5, 2018  Identify need and source and tie to justification to increase fee from $12 to $24  Analysis on mail ballot timing to double storm drain fee and include cost escalator POSTPONEMENTS – None ORAL COMMUNICATIONS Cupertino Community Librarian Clare Varesio (Sunnyvale resident) and Kathy Stakey from Cupertino Library Friends talked about Cupertino Library expanded hours and a New Hours’ celebration on June 9. JR Fruen (Cupertino resident) talked about Regnart Creek Trail. Winifred Lin (Cupertino resident) talked about Regnart Creek Trail. Jano Banks (Cupertino resident) talked about Regnart Creek Trail. Juliet Shearin (Cupertino resident) talked about Regnart Creek Trail. Ignatius Y. Ding (Cupertino resident) talked about the Opticos process for the Vallco Specific Plan. Geoff Paulsen (Cupertino resident) talked about Regnart Creek Trail. Liang Chao (Cupertino resident) talked about the Housing Mitigation fee. Samil Lindskog (Cupertino resident) talked about Regnart Creek Trail. Alan Takahashi talked about Regnart Creek Trail. Lisa Warren talked about the absence of the City Attorney, General Law vs. Charter cities, the compliance of SB35 application for the Vallco project, and fully transcribed meeting minutes. Jean Bedord (Cupertino resident) talked about agenda items before the Library Commission regarding early voting at the Library and the ballot drop off box at the Library. CONSENT CALENDAR Vaidhyanathan moved and Sinks seconded to approve the items on the Consent Calendar as presented with the exception of item numbers 5, 13, 14, 15, 16, and 18 which were pulled for 53 City Council Minutes June 5, 2018 discussion. Ayes: Paul, Sinks, Chang, Scharf, and Vaidhyanathan. Noes: None. Abstain: None. Absent: None. Council recessed from 9:30 p.m. to 9:38 p.m. 5. Subject: Approve the May 15 City Council minutes Recommended Action: Approve the May 15 City Council minutes Randy Shingai (San Jose resident) talked on this item. Council concurred to move the approval of the May 15 minutes to the June 19 City Council meeting to allow the Acting City Attorney time to look over the cl osed session report out action. 6. Subject: Approve the May 22 (Teen Commission interviews) City Council minutes Recommended Action: Approve the May 22 (Teen Commission interviews) City Council minutes 7. Subject: Accept Accounts Payable for the period ending April 6, 2018 Recommended Action: Adopt Resolution No. 18-049 accepting Accounts Payable for the period ending April 6, 2018 8. Subject: Accept Accounts Payable for the period ending April 13, 2018 Recommended Action: Adopt Resolution No. 18-050 accepting Accounts Payable for the period ending April 13, 2018 9. Subject: Accept Accounts Payable for the period ending April 20, 2018 Recommended Action: Adopt Resolution No. 18-051 accepting Accounts Payable for the period ending April 20, 2018 10. Subject: Annual adoption of City Investment Policy Recommended Action: Adopt Resolution No. 18-052 accepting the City Investment Policy 11. Subject: Annual adoption of Other Post-Employment Benefits (OPEB) Trust Investment Policy Recommended Action: Adopt Resolution No. 18-053 accepting the Investment Policy for the OPEB Trust 12. Subject: Adopt a resolution calling a General Municipal Election on Nov. 6, 2018, to fill three City Council seats 54 City Council Minutes June 5, 2018 Recommended Action: Adopt Resolution No. 18-054 calling a General Municipal Election on Nov. 6, 2018, to fill three City Council seats 13. Subject: Appointment of Interim City Manager and execution of employment agreement. Recommended Action: Authorize the Mayor to execute employment agreement for Interim City Manager. Sinks moved and Chang seconded to authorize the Mayor to execute employment agreement for Interim City Manager. The motion carried unanimously with Vaidhyanathan voting no. 14. Subject: Authorize the City Manager to negotiate and execute a lease agreement with the Santa Clara Valley Audubon Society for the property known as the McClellan Ranch House located at 22221 McClellan Road, Cupertino, CA 95014. Recommended Action: Authorize the City Manager to negotiate and execute a lease agreement with the Santa Clara Valley Audubon Society for the property known as the McClellan Ranch House for the period July 1, 2018 to June 30, 2019, with an option to renew for one additional one-year term. Sinks moved and Vaidhyanathan seconded to authorize the City Manager to negotiate and execute a lease agreement with the Santa Clara Valley Audubon Society for the property known as the McClellan Ranch House for the period July 1, 2018 to June 30, 2019, with an option to renew for one additional one-year term. The motion carried unanimously. 15. Subject: Authorize the City Manager to negotiate and execute an amendment of the lease agreement for the property known as The Blue Pheasant Restaurant. Recommended Action: Authorize the City Manager to negotiate and amend the lease agreement with Hungry Jack's Corporation and Mike Tsachres for the Blue Pheasant Restaurant, for a three-year period extending through June 30, 2021. Jennifer Griffin spoke on this item. Chang moved to approve a two-year lease for The Blue Pheasant Restaurant. The motion died for lack of a second. Scharf moved and Sinks seconded to authorize the City Manager to negotiate and amend the lease agreement with Hungry Jack's Corporation and Mike Tsachres for The Blue Pheasant Restaurant, for a three-year period extending through June 30, 2021. The motion carried unanimously with Vaidhyanathan voting no. 55 City Council Minutes June 5, 2018 16. Subject: Authorize the City Manager to negotiate and execute a lease agreement with the Friends of Stevens Creek Trail for the property known as the McClellan Ranch House located at 22221 McClellan Road, Cupertino, CA 95014. Recommended Action: Authorize the City Manager to execute a lease agreement with Friends of Stevens Creek Trail for the property known as the McClellan Ranch House for the period July 1, 2018 to June 30, 2019, with an option to renew for one additional one-year term. Sinks moved and Vaidhyanathan seconded to authorize the City Manager to execute a lease agreement with Friends of Stevens Creek Trail for the property known as the McClellan Ranch House for the period July 1, 2018 to June 30, 2019, with an option to renew for one additional one-year term. The motion carried unanimously. 17. Subject: Accept the relevant portions of Santa Clara Operational Area Hazard Mitigation Plan Update of 2017 including all of Volume 1 and the City of Cupertino's portion of Volume 2 of the Santa Clara Operational Area Hazard Mitigation Plan to enable the City to qualify for hazard mitigation grants to respond to disasters. Recommended Action: Adopt Resolution No. 18-055 accepting all of Volume 1 and the City of Cupertino's portion of Volume 2 of the Santa Clara Co unty Operational Area Hazard Mitigation Plan to enable the City to qualify for hazard mitigation grants to respond to disasters. 18. Subject: Appointment of City of Cupertino representative to the Santa Clara County Valley Transportation Authority (VTA) Bicycle & Pedestrian Advisory Committee (BPAC) Recommended Action: Accept the Bicycle Pedestrian Commission (BPC) recommendation to reappoint Erik Lindskog to the VTA BPAC for a two-year term beginning July 1, 2018. Vaidhyanathan moved and Scharf seconded to accept the Bicycle Pedestrian Commission (BPC) recommendation to reappoint Erik Lindskog to the VTA BPAC for a two -year term beginning July 1, 2018. The motion carried unanimously. SECOND READING OF ORDINANCES - None PUBLIC HEARINGS 19. Subject: Public hearing to consider the Capital Improvement Plan (CIP); and finding of General Plan conformance; and the Recommended Budget for Fiscal Year (FY) 2018-19; and Adoption of the Recommended Budget: and Establishment of the Appropriation Limit, and related actions. 56 City Council Minutes June 5, 2018 Recommended Action: a. Adopt Resolution No. 18-056 establishing a special project budget for Public Works Traffic Engineering Program for costs related to Apple Pass through Revenues for FY 2018-19 b. Adopt Resolution No. 18-057 establishing an Operating Budget and Capital Budget for FY 2018-19 c. Adopt Resolution No. 18-058 establishing an Appropriation Limit for FY 2018-19 d. Approve the appropriation of $22,000 in Public Works for the Senior Mobility/RYDE Program e. Approve the appropriation of $175,000 in Community Development for BMR linkage fees update f. Approve the appropriation of $67,000 in Recreation and Community Services for a Performing Arts program g. Approve the appropriation of $25,000 in Administration for the Cities Association Ad Hoc Committee for the Santa Clara/Santa Cruz Counties Airport/Community Roundtable h. Approve the appropriation of $3,500 for Sheriff’s costs related to the Tournament of Bands. Written communications for this item included an updated attachment D, Cupertino Rotary Fall Festival information, R.Y.D.E. (Reaching your Destination Easily) presentation, and a staff presentation. Finance Manager Zach Korach introduced Budget Team members Senior Management Analysts Karen Guerin and Katy Nomura, and began review of the staff report and presentation. Executive Director of West Valley Community Services Josh Selo showed a presentation regarding an update on the R.Y.D.E program. Finance Manager Korach continued with the presentation. Staff answered questions from Council. Mayor Paul opened the public hearing and the following individuals spoke: Diana Argabrite (Cupertino resident) on behalf of the Euphrat Museum Jennifer Studley (Saratoga resident) on behalf of Bay Shore Lyric Opera Jennifer Griffin Mayor Paul closed the public hearing. Council took a straw vote for consensus on the following modifications: 1. Lyric Opera – no 2. Community Funding – staff recommendation to grant same amount as FY 2018 to all organizations and grant no funding to new organizations while program is being 57 City Council Minutes June 5, 2018 updated; for future years, put a process in place for evaluation by Parks and Recreation Commission who would be empowered with decision authority 3. Add $3,500 for Tournament of Bands Sheriff costs 4. City Attorney’s Office – study function and potential cost benefit of outsourcing to outside counsel vs in-house; wait on Risk Manager position to see study first 5. Performing Arts De Anza SF/Shakespeare – no 6. Consolidate Parks & Recreation, Public Safety, and Library Commissions – place on future agenda 7. Cities Association Ad Hoc Committee for Airport/Community Roundtable regarding airplane noise – no allocation right now 8. Study cost to bring transit down from Mtn. View to De Anza and 280 to Wolfe – no but have staff come back with something more specific to study 9. Hiring new positions – per staff recommendation (minus Risk Manager) 10. Funding request for R.Y.D.E – add another year at same funding of $22,000 11. BMR linkage fees update – approve appropriation of $175,000 and include extremely low in the study 12. Add $150,000 for conceptual study for 85 transit guideway Sinks moved and Scharf seconded to adopt Resolution No. 18-057 establishing an Operating Budget and Capital Budget for FY 2018-19 as per staff recommendation with modifications as noted above; and adopt Resolution No. 18-058 establishing an Appropriation Limit for FY 2018-19 as per staff recommendation with modifications as noted above. The motion carried unanimously. Paul moved and Scharf seconded to adopt Resolution No. 18-056 establishing a special project budget for Public Works Traffic Engineering Program for costs related to Apple Pass through Revenues for FY 2018-19. The motion carried unanimously with Sinks recusing. Council recessed from 12:12 a.m. to 12:20 a.m. 20. Subject: Appeal of a Planning Commission decision to approve a Development Permit to consider the proposed replacement of an existing 76 gasoline service station and an auto repair shop (1,221 sq. ft.,) with an updated gasoline service station and a convenience market (2,419 sq. ft.); Architectural and Site Approval to consider an updated gasoline service station, proposed convenience market and associated site improvements, including paving for off-street parking and landscaping; Conditional Use Permit to consider a proposed convenience market in conjunction with updates to an existing gasoline service station, proposed concurrent sale of alcoholic beverages and gasoline, and proposed 24- hour operations. Application No(s).: DP-2017-02, ASA-2017-04, U-2017-03; Applicant(s): 58 City Council Minutes June 5, 2018 Amir Khojasteh (Liaoning Benefit Petroleum (US) Corp); Appellant(s): Georgene Petri; Location: 10490 S De Anza Blvd APN# 369-39-041 Recommended Action: Conduct the Public Hearing; and Deny the appeal and uphold the Planning Commission's decision to approve a Development, Use and an Architectural and Site Permit for a 2,419 s. f. convenience market; the concurrent sale of alcoholic beverages and gasoline; 24-hour operations for the gasoline service station and convenience market per the Resolution 18-059, approval of DP-2017-02 for a Development Permit; Resolution 18-060, approval of U-2017-03 for a Use Permit; and Resolution 18 -061, approval of ASA- 2017-04 for an Architectural and Site Permit. Written communications for this item included a staff presentation. Assistant Planner Ellen Yau reviewed the staff report and presentation. Mayor Paul opened the public hearing and the following individuals spoke: Julie Mercik on behalf of Pacifica Office Center Lisa Crawford (Cupertino resident) Steve Crawford (Cupertino resident) on behalf of Pacifica Office Center Georgene Petri (San Mateo resident) on behalf of Pacifica Office Center Jennifer Griffin Mayor Paul closed the public hearing. Staff answered questions from Council. Sinks moved and Chang seconded to deny the appeal and uphold the Planning Commission's decision to approve a Development, Use and an Architectural and Site Permit for a 2,419 s. f. convenience market; the concurrent sale of alcoholic beverages and gasoline; 24-hour operations for the gasoline service station and convenience market per the Resolution 18-059, approval of DP-2017-02 for a Development Permit; Resolution 18- 060, approval of U-2017-03 for a Use Permit with the modification that the ABC license would be non-hard liquor beverages; and Resolution 18-061, approval of ASA-2017-04 for an Architectural and Site Permit. The motion carried unanimously with Scharf voting no. ORDINANCES AND ACTION ITEMS - None REPORTS BY COUNCIL AND STAFF 21. Subject: Report on Committee assignments and general comments 59 City Council Minutes June 5, 2018 Recommended Action: Report on Committee assignments and general comments Councilmembers highlighted the activities of their committees and various community events. ADJOURNMENT At 1:38 a.m. on Wednesday, June 6, 2018, Mayor Paul adjourned the meeting. ___________________________ Grace Schmidt, City Clerk 60 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:118-3985 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:5/10/2018 City Council On agenda:Final action:6/19/2018 Title:Subject: Declare brush to be a potential fire hazard and set hearing for July 3 for determination of public nuisance and for objections to proposed removal Sponsors: Indexes: Code sections: Attachments:Staff Report A - Draft Resolution Action ByDate Action ResultVer. City Council6/19/2018 1 Subject: Declare brush to be a potential fire hazard and set hearing for July 3 for determination of public nuisance and for objections to proposed removal Adopt Resolution No. 18-062 declaring brush to be a potential fire hazard and set hearing for July 3 for determination of public nuisance and for objections to proposed removal CITY OF CUPERTINO Printed on 6/13/2018Page 1 of 1 powered by Legistar™61 CITY COUNCIL STAFF REPORT Meeting: June 19, 2018 Subject Declare brush to be a potential fire hazard and set hearing for July 3 for determination of public nuisance and for objections to proposed removal. Recommended Action Adopt draft resolution declaring brush to be a potential fire hazard and set hearing for July 3 for determination of public nuisance and for objections to proposed removal. Discussion The Cupertino brush abatement program is a separate program from the County Weed Abatement Program. Cupertino Municipal Code Section 16.40.320 requires property owners in the locally adopted Wildland-Urban Interface Fire Area to maintain effective defensible space by removing brush, flammable vegetation and combustible growth when required by the fire code official due to steepness of terrain or other conditions. It also authorizes the County to remove the brush if the property owner does not and to recover the cost of abatement. Sustainability Impact None. Fiscal Impact None. _____________________________________ Prepared by: Kirsten Squarcia, Deputy City Clerk Reviewed by: Grace Schmidt, City Clerk Approved for Submission by: David Brandt, City Manager Attachments: A - Draft Resolution 62 RESOLUTION NO. 18- A RESOLUTION OF THE CUPERTINO CITY COUNCIL DECLARING PROPERTIES AS HAVING POTENTIAL FIRE HAZARDS FROM BRUSH AND SETTING A PUBLIC HEARING TO DECLARE A PUBLIC NUISANCE AND FOR OBJECTIONS TO PROPOSED REMOVAL WHEREAS, brush is growing in the City of Cupertino upon certain streets, sidewalks, highways, roads and private property; and WHEREAS, said brush may attain such growth as to become a fire menace or which are otherwise noxious or dangerous; and WHEREAS, said brush appears to be a public nuisance; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Cupertino as follows: 1. That said brush does now appears to be a public nuisance and potential fire hazard; 2. That said condition and potential fire hazard exists upon all of the streets, sidewalks, highways, roads and private property more particularly described by common names or by reference to the tract, block, lot, code area, and parcel number on the report to be provided by the Santa Clara County Fire Department; 3. That the 3rd day of July, 2018, at the hour of 6:45 p.m., or as soon thereafter as the matter can be heard, in the Council Chamber in the Community Hall, City of Cupertino, are hereby set as the time and place to determine whether the condition is a public nuisance and where all property owners having any objections to the proposed removal of such brush may be heard; 4. That the Santa Clara County Fire Marshal is hereby designated and ordered as the person to cause notice of the adoption of this resolution to be given in the manner and form provided in Sections 16.40.320 of the Cupertino Municipal Code. 63 Resolution No. 18- Page 2 PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 19th day of June, 2018 by the following vote: Vote Members of the City Council AYES: NOES: ABSENT: ABSTAIN: ATTEST: APPROVED: __________________________ ____________________________ Grace Schmidt, City Clerk Darcy Paul, Mayor, City of Cupertino 64 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:117-3209 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:11/1/2017 City Council On agenda:Final action:6/19/2018 Title:Subject: Agreement Extension and Amendment with Lifetime Tennis Inc., DBA Lifetime Activities Inc. Sponsors: Indexes: Code sections: Attachments:Staff Report A - Current Agreement B - Unsigned First Amendment C - Draft Amendment D - Notice to Extend and Amend, Nov 2017 Action ByDate Action ResultVer. City Council6/19/2018 1 Subject: Agreement Extension and Amendment with Lifetime Tennis Inc., DBA Lifetime Activities Inc. Authorize the City Manager to extend and amend the City's agreement with Lifetime Tennis Inc., DBA Lifetime Activities Inc. for six years (July 1, 2018 - June 30, 2024). CITY OF CUPERTINO Printed on 6/13/2018Page 1 of 1 powered by Legistar™65 RECREATION AND COMMUNITY SERVICES DEPARTMENT QUINLAN COMMUNITY CENTER 10185 NORTH STELLING RD • CUPERTINO, CA 95014-5732 TELEPHONE: (408) 777-3120 www.cupertino.org CITY COUNCIL STAFF REPORT Meeting: June 19, 2018 Subject Agreement Extension and Amendment with Lifetime Tennis Inc., DBA Lifetime Activities Inc. Recommend Action Authorize the City Manager to extend and amend the City’s agreement with Lifetime Tennis Inc., DBA Lifetime Activities Inc. for six years (July 1, 2018 – June 30, 2024). Background Lifetime Tennis has been serving the Cupertino community for over 23 years. Their service began in 1994 with a one year agreement for tennis lessons with a gross revenue of $129,000. As the relationship continued through a series of 3 year agreements, the services provided by Lifetime Tennis also evolved. By 1998, Lifetime had taken on maintenance of all 18 courts, began renting 120 sq. foot space in the sports center to provide a retail service, staffed a full-time tennis office in the facility; gross revenues had grown to $600,000. The City renewed their service agreement with Lifetime two more times from 2001-2012 and the program continued to grow. The retail service moved to a 350 sq. foot space in the facility, Lifetime invested $50,000 into the pro shop renovation, and revenues had reached 1.4 million. In 2012, the City placed a Request for Qualifications (RFQ) for Tennis Program Operation and Management. Lifetime Tennis was the only business that met the qualifications. The current six year agreement (Attachment A) was awarded with an option to extend for an additional six years. During the current agreement term, in addition to their regular duties, Lifetime has provided $50,000 in equipment and donations to our programs, including storage sheds, ping pong tables, windscreens, prizes for Open House, gifts for the Giving Tree, and gross revenues have averaged almost 1.6 million/year. 66 Since 2016, both parties have been operating under the terms of an unsigned first amendment (Attachment B) to the 2012 Agreement. The Amendment was never formally executed but both the City and Lifetime Tennis have been operating under its terms. As per the unsigned amendment, Lifetime has extended their offerings to include volleyball, basketball, cricket, and chess as a result of patron surveys. The 2012 Agreement terminates on June 30, 2018 and gives the City the option to extend the Agreement for an additional six-year period, through June 30, 2024 (Attachment C). In November 2017, the City notified Lifetime Activities that they would like to extend, and agreed to amend, the current Agreement (Attachment D). Discussion The Lifetime Tennis program is currently one of the most popular sports programs offered by the Recreation and Community Services Department. During the 2016/17 fiscal year alone, over 6,000 participants enrolled in Lifetime’s programs, which contributed approximately $350,000 to the City. In 2016, due to growing demand from the community, Lifetime Activities in partnership with the Recreation Staff, increased their activity offerings beyond traditional racquet sports, to include volleyball, basketball, cricket, and chess. In addition to enabling the Sports Center to operate as an enterprise operation, the impact of their services stretches beyond the Sports Center and into the community. They have employed over 600 local part-time and full-time staff, helped establish the Bay Area’s first community college athletic endowment (DeAnza Tennis), and provide tennis coaches for both Kennedy and Cupertino Middle schools. Fiscal Impact Currently the City retains 20% of gross revenue up to $1,000,000 from lesson fees and 5% of gross revenue $1,000,000 and above for racquet sports. For non-racquet sports, Lifetime receives 65% of gross revenues, while the City receives 35%. In addition, the City retains a $7 administration fee for each transaction received from the public. Over the duration of the current agreement, the existing agreement has yielded 9.5 million in revenue with the City receiving 1.9 million and Lifetime receiving 7.6 million. The revenue breakdown for the City for the years dating 2006 to 2018 is shown below, separated by the 6 year terms of the previous agreements: 67 Contract Year Total Revenue City Net Revenue 2006-07 $ 1,339,726.29 $ 266,981.04 2007-08 $ 1,214,029.68 $ 239,933.10 2008-09 $ 1,215,086.83 $ 247,783.34 2009-10 $ 1,100,397.39 $ 238,948.26 2010-11 $ 1,259,362.50 $ 254,820.11 2011-12 $ 1,444,393.10 $ 269,719.64 2006-12 Totals $ 7,572,995.79 $ 1,518,185.49 Average/Year $ 1,262,165.97 $ 253,030.92 Contract Year Total Revenue City Net Revenue 2012-13 $ 1,647,273.93 $ 301,336.76 2013-14 $ 1,601,752.42 $ 300,289.06 2014-15 $ 1,512,380.63 $ 277,968.99 2015-16 $ 1,621,512.85 $ 326,626.30 2016-17 $ 1,556,746.44 $ 349,995.76 2017-18* (proj) $ 1,650,000.00 $ 360,000.00 2012-18 Totals $ 9,589,666.27 $ 1,916,216.87 Average/Year $ 1,598,277.71 $ 319,369.48 2006-18 Grand Totals $ 17,162,662.06 $ 3,434,402.36 Lifetime pays the City 20% of their gross revenues, significantly more than what they pay the four other cities they contract with in the Bay Area: Sunnyvale, Pleasanton, Walnut Creek, and Santa Clara. The amendment and extension would include the changes contemplated in the unsigned 2016 amendment, and would convert the payment method to a flat $325,000 annual fee from Lifetime to the City, with a $5,000 per year fee escalator, or 16% of the total annual revenue generated by the contractor, whichever is greater. The projected revenue for the City for the next six years is shown below: Contract Year Projected City Net Revenue 2018-19 $ 325,000.00 2019-20 $ 330,000.00 2020-21 $ 335,000.00 2021-22 $ 340,000.00 2022-23 $ 345,000.00 2023-24 $ 350,000.00 2018-24 Totals $ 2,025,000.00 68 Average/Year $ 337,500.00 This new agreement, would yield a projected maximum of 10.8 million in revenue with the City receiving a guaranteed 2.025 million. The average revenue received by the City over the past six years is $319,000; the next agreement period would yield a yearly average of $337,500. This amended agreement will allow the City to weather any unforeseen economic downturns. The termination clause in the amended agreement allows for either party to terminate the agreement at an earlier time by giving one year written notice to the other party. ______________________________________________________________________________ Prepared by: Jenny Koverman, Recreation Supervisor Reviewed by: Christine Hanel, Acting Director, Recreation and Community Services Approved for Submission by: David Brandt, City Manager Attachments: A – Current Agreement B – Unsigned First Amendment C – Draft Amendment D – Notice to Extend and Amend, Nov 2017 69 ACCOUNT NO. 570-6450-7014 CONTRACT AMOUNT $1,000,000 annually PURCHASE ORDER NO. PROFESSIONAL SERVICES AGREEMENT Tennis Pro) THIS AGREEMENT, made and entered into this 20 Tt+day of MARC-I-1 2012, by and between the CITY OF CUPERTINO, a municipal corporation of California, hereinafter referred to as "CITY", and LIFETIME TENNIS, INC., with offices at 1901 South Bascom Avenue #1225, Campbell, CA, hereinafter referred to as "TENNIS PRO". DANA K. GILL is President of LIFETIME TENNIS, INC. WITNESSETH: WHEREAS, CITY wishes to retain services in conjunction with providing tennis lessons to city-sponsored groups at the Cupertino Sports Center; and WHEREAS, CITY wishes to engage TENNIS PRO to provide these services by reason of its qualifications and experience for performing such services, and TENNIS PRO has offered to provide the required services on the terms and in the manner set forth herein; NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree as follows: 1.DEFINITIONS. a) The word "City" shall mean and include all the territory lying within the municipal boundaries of the City of Cupertino, California, as presently existing, plus all territory which may be added thereto during the term of this agreement by annexation or otherwise. b) The term "City Manager" shall mean the duly appointed City Manager of the City of Cupertino, California, or designated representative. c) The term "City Attorney" shall mean the duly appointed City Attorney of the City of Cupertino, California, or designated representative. d) The term "City Clerk" shall mean the duly appointed City Clerk of the City of Cupertino, California, or designated representative. e) The term "Personal Services" shall mean the providing of tennis instruction by Tennis Pro or his employees at the City's Sports Center and Memorial Park Tennis Courts #5 and #6. City of Cupertino Professional Services Agreement(Tennis Pro) Page 1 of 9 70 2. COORDINATION OF SERVICES. a) City. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Director of Parks and Recreation is hereby designated as the SERVICE COORDINATOR for the City Manager, and shall supervise the progress and execution of this Agreement. b) Tennis Pro. The President of Lifetime Tennis, Inc., DANA K. GILL, shall have overall responsibility for all services provided under this Agreement. 3.DUTIES OF THE TENNIS PRO. a) Services to be Furnished. TENNIS PRO shall provide all specified services as set forth below: 1) Tennis lessons for all City-sponsored groups as determined by the CITY. Class size and court usage shall be established and approved by the CITY. 2) All lessons shall be provided at a quality consistent with the standards found in other tennis facilities in the area which are open to the public. 3) During the winter and summer sessions, TENNIS PRO will distribute to each tennis pupil an evaluation form prepared by the CITY and designed for pupil to evaluate the level of instruction given, and will, at the conclusion of each session, return all completed evaluation forms to the CITY. 4) Will provide all necessary and appropriate equipment for the purpose of teaching "high quality tennis lessons," including, but not limited to, tennis balls and ball machines. This equipment shall be stored at the Cupertino Sports Center in space provided by the TENNIS PRO. 5) Will respond in writing to all public complaints no later than two (2) days after the complaint was registered. Both complaints and responses will be documented and forwarded to the CITY no later than the first of each month 6) Will teach lessons based on the following minimum and maximum number of students: Minimum Maximum Small Group Lessons 2 4 Large Group Lessons 4 8 Pee Wee Lessons 4 8 The minimum and maximum number of students may be modified by mutual agreement of the parties. City of Cupertino Professional Services Agreement(Tennis Pro) Page 2 of 9 71 b) Optional Services. TENNIS PRO may provide the following services: 1) Private tennis lessons utilizing one court of the Cupertino Sports Center and any other court approved by the CITY, provided, however that the CITY shall have the sole right to establish the use of all tennis courts at the Sports Center and the TENNIS PRO's right to give private lessons on any court is subject to the CITY's right to priority usage for the CITY-sponsored activities. 2) Utilize Courts #5 and #6 at Memorial Park for the sole purpose of teaching tennis classes (Exception: TENNIS PRO is prohibited from using said courts on Tuesdays from 8:00 a.m. to Noon). c) Laws to be Observed. TENNIS PRO and its employees shall obey all rules, regulations, and laws of the CITY or any other governmental agency and shall procure, at its sole cost, all permits and licenses required for the conduct of business at the Sports Center. d) Collection of Fees and Charges. All fees and charges for tennis instruction services provided by TENNIS PRO shall be collected from the public by the CITY. 4. COMPENSATION. For the full performance of the services described herein by TENNIS PRO, CITY shall pay TENNIS PRO based on the following schedule: Financial Terms: City retains 20% of gross revenue up to $1,000,000 from tennis lesson fees received from the public. City retains 5% of gross revenue $1,000,000 and above from tennis lesson fees received from the public. City retains $7 administration fee for each tennis lesson transaction received from the public in addition to the percentage of gross revenue. a) Payments for lessons given to City-sponsored groups shall be paid within thirty (30) days of the beginning of each class session. b) Payments for private lessons shall be paid within thirty (30) days of commencing instruction. c) The CITY shall provide TENNIS PRO a written monthly accounting of all monies received pursuant to this Agreement. Unless written objections to any particular accounting is received by CITY from TENNIS PRO within thirty (30) days of receipt, such accounting shall be deemed to be final. d) The fees and charges for all lessons both for city-sponsored and private pupils will be established solely by the CITY pursuant to its normal procedure for establishing such fees and charges. e) Exclusive Privilege. During the term of this Agreement, TENNIS PRO is granted the exclusive privilege of providing tennis instruction at the Cupertino Sports Center other than that which is provided by CITY employees in connection with City- City of Cupertino Professional Services Agreement(Tennis Pro) Page 3 of 9 72 sponsored programs. 5.RETAIL SERVICE a) Length of Agreement. Retail Service to commence July 1, 2012, and continue through June 30, 2018. In addition, the CITY will have the option to extend this contract for an additional six-year (6) period through June 30, 2024. b) Rent Payment. TENNIS PRO will pay the City of Cupertino rent per month based on the following schedule: TENNIS PRO will be charged $12,000 per year for the privilege of utilizing a retail proshop service on site at Sports Center. CITY will deduct $1,000 per month from the gross revenues due TENNIS PRO each month as payment of the $12,000. c) Scope of Service. The "Retail Service" that TENNIS PRO will be offering at the Cupertino Sports Center will consist of 1:he following: 1) Racquet restringing for tennis and racquetball racquets 2) Grip build-up service 3) Various accessories for tennis racquets ( grips, vibration dampers, etc.) 4) Tennis racquet demo program and tennis racquet sales 5) Pre-packaged food and beverages Any changes to the "Scope of Service" must be authorized by the City of Cupertino Recreation Supervisor. d) Court Maintenance Service. TENNIS PRO is to provide, at its own expense, weekly maintenance services for all 18 tennis courts at the Cupertino Sports Center. This service is to include biweekly court washing and alternating biweekly court blowing/sweeping. In addition, TENNIS PF:O will provide all necessary materials to provide these maintenance services. Materials include, but are not limited to, court washing wands, industrial grade hoses, hose carrier cart, portable air blower, and toolkit. e) Hours of Operation. Monday - Saturday 8:00 a.m. — 9:30 p.m. Sunday 8:00 a.m. — 8:00 p.m. Any changes to the hours of operation must be authorized by the City of Cupertino Recreation Supervisor. f) Monthly Financial Statements. No later than fifteen (15) days after the end of each month TENNIS PRO (Dana Giill) shall submit to the City of Cupertino a written statement for the preceding month showing the gross revenue and expenses for the "Retail Service". g) Location. The "Retail Service" will be located in the existing "primary" City of Cupertino Professional Services Agreement(Tennis Pro) Page 4 of 9 73 office area in the lobby of the Cupertino Sports Center. This single office is currently being used by TENNIS PRO to conduct tennis lesson administration. 6. TERM: EARLY TERMINATION: OPTION TO EXTEND.. The services to be performed hereunder shall commence on July 1, 2012, and shall continue until June 30, 2018, unless earlier terminated pursuant to this Agreement. Either party may terminate this Agreement at an earlier time than above specified by giving two (2) years written notice to the other party. In addition, the CITY will have the option to extend this Agreement for an additional six-year period through June 30, 2024, if CITY gives notice to TENNIS PRO of such extension no later than December 31, 2017. 7. TERMINATION FOR BREACH. Notwithstanding the provisions of section 6 above, should either party be in default in the performance of this Agreement or materially breach any of its provisions, the non-breaching party may, at its option, immediately terminate this Agreement by giving written notification to the other party. 8. TEMPORARY SUSPENSION. The City Manager shall have the authority to suspend this Agreement, wholly or in part, for such period as he deems necessary due to unfavorable conditions or to the failure on the part of the TENNIS PRO to perform any provision of this Agreement. 9. ASSIGNMENT; SUBCONTRACTORS; EMPLOYEES. a) Assignment. Both parties shall give their personal attention to the faithful performance of this Agreement and shall not assign, transfer, convey, or otherwise dispose of this Agreement or any right, title, or interest in or to the same or any part thereof without the prior written consent of the other party, and then only subject to such terms and conditions as the other party may require. A consent to one assignment shall not be deemed to be a consent to any subsequent assignment. Any assignment without such approval shall be void and, at the option of the other party, shall terminate this Agreement and any license or privilege granted herein. This Agreement and any interest herein shall not be assignable by operation of law without the prior written consent of the other party. b) Subcontractors; Employees. TENNIS PRO shall be responsible for employing or engaging all persons necessary to perform the services of TENNIS PRO hereunder. No subcontractor of TENNIS PRO will be recognized by CITY as such; rather, all subcontractors are deemed to be employees of TENNIS PRO, and it agrees to be responsible for their performance. TENNIS PRO shall give its personal attention to the fulfillment of the provisions of this Agreement by all of its employees and subcontractors, if any, and shall keep the work under its control. If any employee or subcontractor of TENNIS PRO fails or refuses to carry out the provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper manner, he shall be discharged immediately from the work under this Agreement on demand of the CITY. 10. NOTICES. All notices hereunder shall be given in writing and mailed, postage City of Cupertino Professional Services Agreement(Tennis Pro) Page 5 of 9 74 prepaid, by certified mail, addressed as follows: TO CITY:City of Cupertino Office of the City Clerk 10300 Torre Avenue Cupertino, CA 95014 TO TENNIS PRO: Lifetime Tennis, Inc. Attn: Dana K. Gill 1901 South Bascom Avenue #1225 Campbell, CA 95008 11. INTEREST OF TENNIS PRO. TENNIS PRO covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services hereunder. TENNIS PRO further covenants that, in the performance of this Agreement, no subcontractor or person having such an interest shall be employed. TENNIS PRO certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of CITY. It is expressly agreed that, in the performance of the services hereunder, TENNIS PRO shall at all times be deemed an independent contractor and not an agent or employee of CITY. 12. INDEMNITY. TENNIS PRO hereby agrees to indemnify and save harmless CITY, its officers, agents, and employees of and from: a) Any and all claims and demands which may be made against CITY, its officers, agents, or employees by reason of any injury to or death of any person or damage suffered or sustained by any person or corporation caused by, or alleged to have been caused by, any act or omission, negligent or otherwise, of TENNIS PRO or any subcontractor under this agreement or of TENNIS PRO's or any subcontractor's employees or agents; b) Any and all damage to or destruction of the property of CITY, its officers, agents, or employees occupied or used by or in the care, custody, or control of TENNIS PRO, or in proximity to the site of TENNIS PRO's work, caused by any act or omission, negligent or otherwise, of CONTRACTOR or any subcontractor under this Agreement or of TENNIS PRO's or any subcontractor's employees or agents. c) Any and all claims and demands which may be made against CITY, its officers, agents, or employees by reason of any injury to or death of or damage suffered or sustained by any employee or agent of TENNIS PRO or any subcontractor under this agreement, however caused, excepting, however, any such claims and demands which are the result of the sole negligence or willful misconduct of CITY, its officers, agents, or employees; d) Any and all claims and demands which may be made against CITY, its officers, agents, or employees by reason of any infringement or alleged infringement of any patent rights or claims caused or alleged to have been caused by the use of any apparatus, appliance, or materials furnished by TENNIS PRO or any subcontractor City of Cupertino Professional Services Agreement(Tennis Pro) Page 6 of 9 75 under this agreement; and e) Any and all penalties imposed or damages sought on account of the violation of any law or regulation or of any term or condition of any permit. TENNIS PRO, at its own cost, expense, and risk, shall defend any and all suits, actions, or other legal proceedings that may be brought or instituted by third persons against CITY, its officers, agents, or employees on any of the above claims or demands of such third persons, or to enforce any of the above penalties, and pay and satisfy any judgment or decree that may be rendered against CITY, its officers, agents, or employees in any such suit, action, or other legal proceedings. 13. WORKERS' COMPENSATION. TENNIS PRO certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and it certifies that it will comply with such provisions before commencing the performance of the work of this Agreement. 14. FINGERPRINTING/TB TEST. In the event that the TENNIS PRO has employees who will assist in the performance of this Agreement, TENNIS PRO shall, for those instructing person 18 years and younger, conduct fingerprint clearance and current T.B. test for every employee providing those services. Copies of these clearances and current T.B. tests shall be provided to the City upon request. 15. INSURANCE. City of Cupertino's Minimum Insurance Requirements On or before the commencement of the terms of this Agreement, Contractor shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with the coverage limits below in 15A. Such certificates, which do not limit Contractor's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days advance written notice to the City of Cupertino by certified mail, 'Attention: City Manager.' It is agreed that Contractor shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. A. COVERAGE Contractor shall maintain the following insurance coverage: 1) Workers' Compensation: Statutory coverage as required by the State of California 2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $1,000,000 each occurrence 2,000,000 aggregate — all other Property Damage: $500,000 each occurrence 1,000,000 aggregate If submitted, combined single limit policy with aggregate limits in the amount of City of Cupertino Professional Services Agreement(Tennis Pro) Page 7 of 9 76 2,000,000 will be considered equivalent to the required minimum limits shown above. 3) Automotive: Comprehensive automobile liability coverage in the following minimum limits: Bodily injury: $500,000 each occurance Property Damage: $500,000 each occurrence or Combined Single Limit: $1,000,000 each occurrence Certificates of such insurance, preferably on the forms provided by CITY, shall be filed with CITY concurrently with the execution of this agreement or, with CITY's approval, within ten (10) days thereafter. Said certificates shall be subject to the approval of the City Attorney and shall contain an endorsement stating that said insurance is primary coverage and will not be cancelled or altered by the insurer except after filing with the City Clerk thirty (30) days' written notice of such cancellation or alteration, and that the City of Cupertino is named as an additional insured. Current certificates of such insurance shall be kept on file at all times during the term of this agreement with the City Clerk. 16. AGREEMENT BINDING. The terms, covenants, and conditions of this agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and subcontractors of both parties. 17. WAIVERS. The waiver by either parity of any breach or violation of any term, covenant, or condition of this agreement or any provision, ordinance, or law shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, or law or of any subsequent breach or violation of the same or of any other term, covenant, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money that may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this agreement or of any applicable law or ordinance. 18. COSTS AND ATTORNEYS FEES. The prevailing party in any action brought to enforce the terms of this Agreement or arising out of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with such an action from the other party. 19. NONDISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion or sex of such person. If the value of this Agreement is, or may be, Five Thousand Dollars ($5,000) or more, TENNIS PRO agrees to meet all requirements of the Cupertino Municipal Code pertaining to nondiscrimination in employment and to complete and submit the "Compliance Report--Nondiscrimination Provisions of City of Cupertino Contracts" on the form furnished by CITY. If TENNIS PRO is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the performance of this Agreement, it shall thereby be found in material breach of this Agreement. Thereupon, CITY shall have the power to cancel or suspend this Agreement, in whole or in part. City of Cupertino Professional Services Agreement(Tennis Pro) Page 8 of 9 77 If TENNIS PRO is found in violation of the nondiscrimination provisions of this Agreement, TENNIS PRO shall be found in material breach of this Agreement. Thereupon, CITY shall have the power to cancel or suspend this Agreement, in whole or in part. 20. AGREEMENT CONTAINS ALL UNDERSTANDINGS. This document represents the entire and integrated Agreement between CITY and TENNIS PRO and supersedes all prior negotiations, representations, or Agreements, either written or oral. This document may be amended only by written instrument, signed by both CITY and TENNIS PRO. All provisions of this Agreement are expressly made conditions. This Agreement shall be governed by the laws of the State of California. IN WITNESS WHEREOF, CITY and TENNIS PRO have executed this agreement the day and year first above written. ATTEST CITY OF CUPERTINO 6YRAL frti City Clerk Interi7WCit Manager APPROVED AS TO FORM: eAcitiAttorney 1 Dana K. Gill President, Lifetime Tennis, Inc. 1901 South Bascom Avenue #1225 Campbell, CA 95008 408) 781-4249 or (408) 777-3169 Telephone 77-0475700 Social Security or Tax I.D. number City of Cupertino Professional Services Agreement(Tennis Pro) Page 9 of 9 78 79 80 81 82 83 84 85 AMENDMENT TO AGREEMENT 12-033 BETWEEN THE CITY OF CUPERTINO AND LIFETIME TENNIS INC., DBA LIFETIME ACTIVITIES INC. FOR INSTRUCTION AND SUPERVISION OF CAMPS, CLASSES, LESSONS, RETAIL SERVICE, AND COURT MAINTENANCE. This Amendment to Agreement 12-033 between the City of Cupertino and Lifetime Tennis Inc., DBA Lifetime Activities Inc., for reference dated July 1, 2018, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Lifetime Tennis Inc., DBA Lifetime Activities Inc., a California Corporation (“Consultant”) whose address is 1901 South Bascom Ave. Suite 1225, Campbell, Ca. 95008 and is made with reference to the following: RECITALS: A. On March 20, 2012, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for tennis lessons, retail service, and court maintenance. The agreement will expire on 6/30/2018. B. Beginning December, 2016, Consultant expanded its activities to include instruction in racquet or paddle sports including badminton, table tennis, pickleball, and other such sports at the Cupertino Sports Center, as acceptable to City. As authorized in advance in writing, Contractor may provide instruction in other activities such as basketball, volleyball, cricket, chess, or other sport or recreational activities. Contractor to pay the City $3 per square foot for use of two office spaces, totaling 220 square feet. Contractor registered a fictitious business name “Lifetime Activities”, and began doing business as its dba “Lifetime Activities.” Correspondence and payments to Contractor thereafter have used the “Lifetime Activities” dba. Compensation for all non-racquet sports (including but not limited to pickleball, basketball, volleyball, cricket, and chess) shall pay TENNIS PRO based on the following financial terms: • City to retain 35% of each fee charged. • Contractor to retain 65% of each fee charged. • City retains $5 administration fee for each transaction received from the public. C. City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. COMPENSATION Paragraph 4 of the Agreement is modified to read as follows: For the full performance of the services described herein by Lifetime Tennis Inc., DBA Lifetime Activities Inc., City shall pay Lifetime Tennis Inc., DBA Lifetime Activities Inc. based on the following schedule: Financial Terms: Contractor shall be compensated for services performed pursuant to this Agreement. Compensation shall consist of the following: 100% of class fees. The total compensation to the Contractor shall not exceed $10,800,000. For the privilege of utilizing the retail and office space, as well as various tennis courts and rooms as designated in the Program Resource Allocation (Exhibit C), Lifetime Tennis Inc., DBA 86 Lifetime Activities Inc. shall remit $325,000 in annual rent to the City or 16% of the total annual revenue generated by Lifetime Tennis Inc., DBA Lifetime Activities Inc. for their programs offered at the Cupertino Sports Center and Memorial Park courts in a given fiscal year, whichever is greater. There shall be a $5,000 per year rent escalator. Payments to be made by the City in 8 seasonal payments during the fiscal year. Rent to be deducted in 8 equal amounts when City processes each of the 8 seasonal payments made to Lifetime Tennis Inc., DBA Lifetime Activities Inc. 2. TERM: EARLY TERMINATION Paragraph 6 of the Agreement is modified to read as follows: Exercising the option to extend and amend the original agreement, the services to be performed hereunder shall commence on July 1, 2018, and shall continue, unless earlier terminated pursuant to this agreement until June 30, 2024, when this contract shall be automatically terminated. Either party may terminate this agreement at an earlier time than above specified by giving one (1) year written notice to the other party. 3. The following Exhibits to the Agreement, are amended and replaced to read as shown in the attachments to this Amendment: a. Exhibit A, Exhibit B, Exhibit C, and Exhibit D 4. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTANT By Title RECOMMENDED FOR APPROVAL By Title CITY OF CUPERTINO By Title APPROVED AS TO FORM City Attorney ATTEST: City Clerk 87 EXPENDITURE DISTRIBUTION PO #2018-155 570 63 621 700 702 Original Contract: $7,600,000 Amendment: $10,800,000 Total: $18,400,000 88 EXHIBIT A SCOPE OF WORK, PERFORMANCE AND PAYMENT SCHEDULES The CONTRACTOR will provide INSTRUCTION AND SUPERVISION in, but not limited to, the following: TENNIS, BADMINTON, TABLE TENNIS, BASKETBALL, VOLLEYBALL, PICKLEBALL AND CHESS. 1. Duties of Lifetime Tennis Inc., DBA Lifetime Activities Inc. a) Class and camp instruction for all City-sponsored groups as determined by the CITY. Class size and court usage shall be established and approved by the CITY. All instruction shall be provided at a quality consistent with the standards found at other facilities in the area which are open to the public. b) Will provide all necessary and appropriate equipment for the purpose of teaching high quality programs, including, but not limited to, tennis balls, ball machines, nets, and table tennis tables. This equipment shall be stored at the Cupertino Sports Center in space provided by Lifetime Tennis Inc., DBA Lifetime Activities Inc. c) Will respond to all public complaints no later than two (2) days after the complaint was registered. Both complaints and responses will be documented and forwarded to the CITY no later than the first of each month. 2. Optional Services a) The CITY shall have the sole right to establish the use of all tennis courts at the Sports Center and Lifetime Tennis Inc., DBA Lifetime Activities Inc.’s right to give private lessons on any court is subject to the CITY’s right to priority usage for the CITY sponsored events. b) Utilize courts #5 and #6 at Memorial Park for the sole purpose of teaching tennis lessons (Exception: Lifetime Tennis Inc., DBA Lifetime Activities Inc. is prohibited from using said courts on Tuesdays from 8:00 a.m. to Noon). 3. Collection of Fees and Charges a) All fees and charges for classes, camps, and private lessons provided by Lifetime Tennis Inc., DBA Lifetime Activities Inc. shall be collected from the public by the CITY. The fees and charges for all classes, lessons, and camps for both city-sponsored and private pupils will be established solely by the City pursuant to its normal procedure for establishing such fees and charges. b) During the term of this Agreement, Lifetime Tennis Inc., DBA Lifetime Activities Inc. is granted the exclusive privilege of providing tennis instruction at the Cupertino Sports Center other than that which is provided by CITY employees in connection with City-sponsored programs. 4. Retail Service a) The Retail Service to commence on July 1, 2018, and continue through June 30, 2024. b) The Retail Service that Lifetime Tennis Inc., DBA Lifetime Activities Inc. will be offering at the Cupertino Sports Center will consist of the following: • Racquet restringing for tennis and racquetball racquets. • Grip- build-up service • Various accessories for tennis racquets (grips, vibration dampers, etc.) 89 • Tennis racquet demo program and tennis racquet sales • Table tennis paddles • Pre-packaged food and beverages. c) The Retail Service will be located in the existing pro shop space located next to the lobby of the Cupertino Sports Center. d) Hours of Operation • Monday-Saturday 8:00 a.m. – 9:30 p.m. • Sunday 8:00 a.m. – 8:00 p.m. Any changes to the hours of operation must be authorized by the City representative. e) Monthly Financial Statements – No later than fifteen (15) days after the end of each month Lifetime Tennis Inc., DBA Activities Inc. shall submit to the City of Cupertino a written statement for the preceding month showing the gross revenue and expenses for the Retail Service. f) Court Maintenance - Lifetime Tennis Inc., DBA Lifetime Activities Inc. is to provide at its own expense, weekly maintenance services for all 18 tennis courts at the Cupertino Sports Center. This service is to include biweekly court washing and alternating biweekly court blowing/sweeping. In addition, Lifetime Tennis Inc., DBA Lifetime Activities Inc. will provide all necessary materials to provide these maintenance services. Materials include, but are not limited to, court washing wands, industrial grade hoses, hose carrier cart, portable air blower, and toolkit. 5. Term and Early Termination a) The services to be performed hereunder shall commence on July 1, 2018, and shall continue, unless earlier terminated pursuant to this agreement until June 30, 2024, when this contract shall be automatically terminated. Either party may terminate this agreement at an earlier time than above specified by giving one (1) year written notice to the other party. 6. Termination for Breach a) Notwithstanding the provisions of section 5 above, should either party be in default in the performance of this Agreement or materially breach any of its provisions, the non-breaching party may, at its option, immediately terminate this Agreement by giving written notification to either party. 7. Facility Closure a) The City reserves the right to close the facility for maintenance, for five consecutive week days, once per fiscal year, commencing in the fiscal year 2019/2020. The City will consider programming schedules and high traffic times of the facility when scheduling the closure. Location and Time of CONTRACTOR Services: Refer to the Recreation Schedule dated SUMMER, 2018, THROUGH SPRING, 2024, and the Resource Utilization Document for agreed upon dates, times, and class locations. The City, at its sole discretion, may change the agreed terms. 90 Compensation for CONTRACTOR Services: Compensation shall consist of the following: 100% of class fees. The total compensation to the Contractor shall not exceed $10,800,000. For the privilege of utilizing the 570 sq. feet of retail and office space, as well as various tennis courts and rooms as designated in the Program Resource Allocation (Exhibit C), Lifetime Tennis Inc., DBA Lifetime Activities Inc. shall remit $325,000 in annual rent to the City or 16% of the total annual revenue generated by Lifetime Tennis Inc., DBA Lifetime Activities Inc. for their programs offered at the Cupertino Sports Center and Memorial Park courts in a given fiscal year, whichever is greater. There shall be a $5,000 per year rent escalator. Payments to be made by the City in 8 seasonal payments during the fiscal year. Rent to be deducted in 8 equal amounts when City processes each of the 8 seasonal payments made to Lifetime Tennis Inc., DBA Lifetime Activities Inc. Eligible Participant Minimum and Maximums for CONTRACTOR Services: Minimum: 2 - 4 Maximum: 99 If less than the required minimum number of participants enroll in and pay for a particular class as identified in the schedule before the class is scheduled to start, the City may cancel the particular class and/or terminate this Agreement without additional notice or payment to Contractor. List of all Contractor Employees working for the City of Cupertino (if no Employees, identify “self”): ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Performance of CONTRACTOR Services: In the case Contractor unilaterally cancels performance of a class, camp, activity or service without City approval, City reserves the right to immediately and without notice cancel the remainder of programs/services offered and or performed by Contractor. The Contractor shall follow all guidelines pertaining to registration procedures as listed in the quarterly recreation schedule. Participants may not take part in the program unless they are listed on the class roster or can show proof of enrollment. All participants and volunteers need to complete the City’s Waiver of Liability form prior to taking part in the program. If applicable, contractors who are responsible for supervising minors must remain with the class until a parent of legal guardian has arrived and all minors are released to them. In the event of an injury occurring to a participant, the Contractor will notify the City within 1 hour and complete an Incident Report in the form approved by the City. The Incident Report must be submitted to the City within 24 hours of the injury occurring. 91 Exh. B Insurance for Recreation Contracts Updated 3-26-18 1 As required by Section 12 of the Agreement, Contractor shall procure and maintain the following insurance for the duration of the contract against claims arising from or in connection with Contractor, its agents, representatives, employees or subcontractors Services under this Agreement. Minimum Scope and Limit of Insurance. Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, it must apply separately to this project/location (CG 25 03 or 25 04) or be twice the required occurrence limit. 2. Automobile Liability: ISO CA 0001 covering Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and property damage. Required if automobile is used to perform work under this contract. Otherwise, proof of Contractor’s personal auto insurance with limits required by state law suffices. Contractor shall not transport or use its personal vehicle to transport participants or perform work under this contract. 3. Workers’ Compensation: As required by the State of California, with Statutory and Employer’s Liability Insurance limits of no less than $1,000,000 per accident for bodily injury or disease. Required if Contractor has employees. If no employees, Contractor must sign Affidavit of No Employees. 4. Sexual Abuse/Molestation: Insurance or the equivalent as required for activities/services involving minors, (i.e., after school activities, recreational programs, athletics, study/training events and transportation of minors). Coverage may be included under General Liability or be obtained in a separate policy, such as Educators Legal Liability (ELL) policy, with a limit of no less than $1,000,000 per occurrence. If a general aggregate limit applies, it must apply separately to this contract or be twice the required occurrence limit. Required if Contract involves services to children. Insurance coverage required may be satisfied by a combination of Primary and Excess/Umbrella insurance. Self-Insured Retentions: Self-insured retentions must be approved by City. City may require Contractor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language must provide, or be endorsed to provide, that the self- insured retention may be satisfied by either the named insured or City. Acceptability of Insurers: Insurance must be issued by insurers acceptable to City and licensed to do business in the State of California, with an A.M. Best’s financial strength rating of “A” or better and a financial size rating of “VII” or better. OTHER INSURANCE PROVISIONS: The CGL policy must contain, or be endorsed to contain, the following provisions: 1. The City, its City Council, boards and commissions, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds with respect to liability arising out of work or Exhibit B Insurance Requirements for R ecreation Contracts 92 Exh. B Insurance for Recreation Contracts Updated 3-26-18 2 operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. 2. Contractor’s insurance shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, agents, and volunteers. 3. The Insurance Company agrees to waive all rights of subrogation against the City, its elected or appointed officers, officials, agents, and employees for losses paid under the terms of any policy which arise from work performed by Contractor for City. This provision also applies to the Contractor’s Workers’ Compensation policy. 4. Each insurance policy required by this contract shall provide that coverage shall not be canceled, except with notice to the City. Primary Coverage: The Additional Insured coverage under Contractor’s policy shall be primary non- contributory and at least as broad as ISO CG 20 01 04 13 as respects the City and all the insureds/indemnitees. If the limits of insurance required are satisfied in part by Umbrella/Excess Insurance, the Umbrella/Excess Insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a “primary and non-contributory” basis for the benefit of the Additional Insureds before City’s own insurance is triggered. Notice of Cancellation: Each insurance policy shall provide that coverage shall not be canceled or allowed to expire without written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Such notice must be sent to City via email or certified mail to the attention of the City Manager. Waiver of Subrogation: Contractor grants City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of payment of any loss under such insurance. Contractor will obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Verification of Coverage: Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications, at any time. At a minimum Contractor must provide acceptable copies of the policy declarations and endorsement page verifying the required insurance coverages. Homeowner’s Insurance: Contractor’s homeowner’s liability insurance may provide coverage sufficient to meet these requirements. Contractor should provide these requirements to his or her agent to confirm and provide verification to City. Special Events Coverage: Insurers may provide special events coverage for a reduced fee, or City may be able to offer this coverage. Contractor should contact the City Manager’s Office for information or assistance. Special Risks or Circumstances: City reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 93 Days CSC Tennis (cts 14-18)* CSC Tennis (cts 6,7, 9-12)** M. Park Tennis (MP 5&6) Sport Court MPR Racquetball Conference Room Mon-Thur 8am-10pm 3-6pm 8am-10pm by request 4-6pm by request as available Friday 8am-10pm 2-10pm 8am-10pm by request 4-6pm,7-9pm by request as available Saturday 8am-10pm 2-10pm 8am-10pm 12-3pm 1:30-9pm by request as available Sunday 8am-8pm 2-8pm 8am-10pm 12-3pm 2:30-5pm by request as available Days CSC Tennis (cts 14-18)* CSC Tennis (cts 6,7, 9-12)** M. Park Tennis (MP 5&6) Sport Court MPR Racquetball Conference Room Mon-Thur 8am-10pm 8am-6pm 8am-10pm 9am-4pm 1-6pm by request as available Friday 8am-10pm 8am-10pm 8am-10pm 9am-4pm 1-6pm, 7-9pm by request as available Saturday 8am-10pm 2-10pm 8am-10pm 12-3pm 1:30-9pm by request as available Sunday 8am-8pm 2-8pm 8am-10pm 12-3pm 2:30-5pm by request as available ***Sport Court: CSC needs the sport court from 11:30-1, M-F City of Cupertino reserves the right to alter schedule to best meet the needs of the patrons and community. **Memorial Park courts 5 & 6 are not available Tues. 8-Noon. Exhibit C - Program Resource Allocation (September - May) **Memorial Park Courts 5 & 6 are not available Tuesday, 8-Noon * Courts 6 & 7, M-Th Noon-6pm, Friday Noon - 10pm School Break Activities Program Resource Allocation (June-August & holidays) City of Cupertino reserves the right to alter schedule to best meet the needs of the patrons and community. 94 EXHIBIT D Contractor’s Mandated Reporter Declaration The undersigned does hereby certify that: 1. I am a representative of LIFETIME TENNIS INC., DBA LIFETIME ACTIVITIES INC.; that I am familiar with the facts herein and am authorized and qualified to execute this declaration. 2. I declare that LIFETIME TENNIS INC., DBA LIFETIME ACTIVITIES INC., has complied with fingerprinting and criminal background investigation requirements with respect to all Contractor’s employees who may have contact with minors in the course of providing services pursuant to the Agreement, and the California Department of Justice has determined that none of those employees has been convicted of a felony, as that term is defined in California Penal Code Section 11105.3. 3. I declare that each coach and administrator shall be required to successfully complete concussion and head injury education at least once, either online or in person, before supervising a participant, as required by California Health and Safety Code Section 124235, et seq. 4. On a yearly basis, all participants shall be required to sign and return a concussion and head injury information sheet in compliance with California Health and Safety Code Section 124235, which may be in the form attached as D-1. 5. That a complete and accurate list of Contractor’s employees, who may come in contact with minors during the course and scope of the Agreement, are included below. 6. All of the below mentioned employees have tested negative for TB, or X-ray results for TB, and have current documentation on file with Contractor. 7. All of the below mentioned employees have received training and understand their responsibilities under the Mandated Reporter laws of this state and are willing and able to comply. 95 List of all Contractor Employees working for the City (if no Employees, identify “self”): _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ 8. The Contractor will notify the City of Cupertino in writing of any new employees and will be added to the above list prior to beginning work at the City of Cupertino. I declare under penalty of perjury that the foregoing is true and correct. LIFETIME TENNIS INC., DBA LIFETIME ACTIVITIES INC. __________________________________ By: DANA GILL Title: FOUNDER AND CEO Date: ___________________________ 96 From:Jenny Koverman To:Jeff Milkes Subject:FW: Lifetime Activities Contract Proposal (2018-2024) Date:Tuesday, April 24, 2018 3:11:40 PM     From: Jenny Koverman  Sent: Tuesday, November 28, 2017 12:04 PM To: 'Dana Gill' <danag@lifetimeactivities.com> Subject: RE: Lifetime Activities Contract Proposal (2018-2024) Dana- Thank you for all of the information. I have been waiting to find out from our Director and the City Attorney’s office on how they would like us to proceed with the contract. As I said in our meeting on November 3, our intent is to extend the contract for the maximum time (six years). This will be subject to city council approval on December 19th. We will be asking council to approve authority for the City Manager to extend and amend your contract. This will allow us to make changes to the contract that are acceptable to both parties. I will get back to you soon about the contract proposals!     Jenny Koverman, | Recreation Supervisor City of Cupertino Recreation and Community Services 408.777.3129 | JennyK@cupertino.org       From: Dana Gill [mailto:danag@lifetimeactivities.com]  Sent: Monday, November 13, 2017 9:24 AM To: Jenny Koverman <JennyK@cupertino.org> Cc: Colleen Ferris <ColleenF@cupertino.org>; John Vest <johnv@lifetimeactivities.com> Subject: Lifetime Activities Contract Proposal (2018-2024) Hello Jenny, Thank you for meeting with me on Friday, November 3rd. I enjoyed providing you with a synopsis of our tenure as the City’s tennis and emerging activities service provider. First of all, thank you in advance for your time and consideration in reading the following email and corresponding attachments. The content is detailed as it highlights a number of important factors pertaining to both present and future recreational experiences as provided by Lifetime Activities. As we look forward, we see opportunities and challenges in continuing to serve Cupertino. Since 1993, we have prided ourselves on being a comprehensive, employee-based, customer- 97 focused, year round professional enterprise. Investing in career staff members, upgrading equipment, maintaining A rated insurance, selecting top-rated information systems, adhering to all human resource protocols, and actively engaging in community outreach initiatives are some of our core values; all of which require commitment, dedication and financial capital. Unfortunately, over the past 6 years, we have found our Cupertino cost basis has exceeded our revenue share expectations and have made us question the operation’s future viability. While possibly the largest municipal tennis and activity programs in California, our 350K contribution to the 2016-17 recreation budget is the far and away the highest we have found among comparable services. In addition, gross revenues have stalled and have hovered between 1.5m - 1.65M over the past 6 years. During that time, our operating costs have increased 38% and yet our revenue share has declined from over 1.3M in 2012-13 and 2013- 14 to down to an average of 1.25M (-50K) over each of the past 4 years. Due to state/local statues, insurance premiums and cost of living increased, we project that our operating cost will increase another 28-33% over the next 6 years. Additionally, our efforts to expand the activity service menu at the Cupertino Sports Center (CSC) has led to a positive increase of overall participation, along with a growing revenue share and budgetary contribution for the City of Cupertino (301K in 2012-13 to 350K in 2016-17). As we assess our future, we find ourselves seeking new growth opportunities rather than looking to reduce programming or service quality to the community. Forward progress will enable us to continue delivering one the state's most robust municipal service operations. Fortunately, we have developed long-term community relationships wherein we receive regular input regarding new service ideas, operational enhancement and ways to provide greater patron convenience. However, at a time when we aim for an upward trajectory, we find ourselves faced with a reduced service role with regard to chess programming. And, on behalf of our service team and the families/patrons who have enjoyed chess at the CSC since the summer of 2015, I am restating our disappointment with the City’s decision to discontinue individual chess classes and/or camps at the Sports Center. The decision and reasoning to completely remove these actively running programs from the Spring 2018 guide is perplexing on many levels. It has been stated that the CSC individual chess offerings have not met enrollment requirements. However, our data and rosters show that many (if not most) of these single classes/camps have met and exceeded participation minimums. For reference, I have included an updated chess participation spreadsheet (individual and combination) for the past 2 calendar years and can provide a copy of all class rosters upon request. Since January of 2016, there have 518 individual chess class and 227 individual chess camp participants; enrollment numbers that are likely higher than a number of other Cupertino program. These ala carte chess programs have yielded approximately $96,000 in revenue; not including the upcoming December holiday camp offerings. So moving forward, we foresee a net loss of hundreds of annual chess students and $50,000 in gross revenues; not including the impact of any future chess and other attached “combination" classes/camp activities that may not have enough traction to meet program minimums over time. Cupertino could certainly lose additional activity patrons who want a physical/cognitive sport and chess combo class or camp…only to have it cancelled for lack of supporting chess enrollment from the simultaneously offered stand-alone chess option. This decision could result in the loss of thousands of chess/sport participants, $300,000+ in revenue and countless complaints over the next 6 years. 98 Despite our significant concern, we recognize our role and standing as a contracted service provider. And since the conclusion of our contract term (June 30th, 2018) is fast approaching, we are including 2 contract proposals (with revenue-generating add-on concepts) for your consideration. These proposals include options with and without individual chess offerings at the Sports Center. Also, to help compare other regional contracts, you will find an additional attachment which summarizes our other Bay Area municipal agreements. Lastly, per the terms of the current Cupertino contract, we request that our service agreement be agreed upon and renewed by the end of this calendar year (12/31/17) or we be notified, in writing, that the City is pursuing a formal RFP process. Due to upcoming annual vendor agreements, we must know our future status in fairly short order. Our business relationships include Wilson Sporting Goods, Leavitt Insurance, Club Automation, ADP payroll service, Wells Fargo credit department, Vanguard Retirement program…along with our annual management budgets, operational goals, and staff member reviews. Consequently, should the City and Lifetime not reach an renewal agreement, 6 months is the minimum time needed to transition an operation this size (43 staff members and 1000+ patrons a week) to another provider and for our career staff to prepare for other employment opportunities. After 24 years, we are proud and grateful for the opportunity to deliver positive recreational experiences throughout the Bay Area and to thousands of Cupertino residents. On behalf of our senior myself, Dana Gill - Founder & CEO (1993), our Cupertino management team: John Vest - Chief Operations Officer (1997), Jennie Shem - General Manager (1999), Tom Uyehara - Tennis Director (2000), Juan Garcia - Maintenance Manager (2006), Ali Khadem - Activities Director (2010), and 37 other individual contributors in Cupertino, we thank the City for entrusting us to best serve the community. We remain interested in continuing as the Cupertino's tennis and activities vendor of choice for another 6 years; July 1st, 2018 through June 30th, 2024. I look forward to connecting as your schedule allows. Dana Gill Founder & CEO Lifetime Activities Inc. 1901 So. Bascom Ave, #1225, Campbell, CA 95008 danag@lifetimetennis.com www.lifetimetennis.com O: (408) 626 9282 M: (408) 781 4249 Total Control Panel Login To: jennyk@cupertino.org From: danag@lifetimeactivities.com Remove this sender from my allow list You received this message because the sender is on your allow list. P.S. The Cupertino municipal tennis and activity program is a public/private collaboration like no other! Throughout the state of California, encompassing 50 municipal tennis/sports centers, there is no operation that can compare to the high level of year round patron 99 participation and revenue share results that exists between the City of Cupertino and Lifetime Activities...here at the Cupertino Sports Center. Total Control Panel Login To: jennyk@cupertino.org From: danag@lifetimeactivities.com Remove this sender from my allow list You received this message because the sender is on your allow list. Total Control Panel Login To: jennyk@cupertino.org From: danag@lifetimeactivities.com Remove this sender from my allow list You received this message because the sender is on your allow list. Total Control Panel Login To: jennyk@cupertino.org From: danag@lifetimeactivities.com Remove this sender from my allow list You received this message because the sender is on your allow list. P.P.S. For added convenience, I am including the 3 other documents (Lifetime synopsis, chess info and historical revenues) provided in a previous email a couple of weeks ago. Total Control Panel Login To: jennyk@cupertino.org From: danag@lifetimeactivities.com Remove this sender from my allow list You received this message because the sender is on your allow list. Total Control Panel Login To: jennyk@cupertino.org From: danag@lifetimeactivities.com Remove this sender from my allow list You received this message because the sender is on your allow list. 100 Total Control Panel Login To: jennyk@cupertino.org From: danag@lifetimeactivities.com Remove this sender from my allow list You received this message because the sender is on your allow list. Total Control Panel Login To: jennyk@cupertino.org From: danag@lifetimeactivities.com Remove this sender from my allow list You received this message because the sender is on your allow list. 101 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:118-4033 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:5/29/2018 City Council On agenda:Final action:6/19/2018 Title:Subject: Cooperative purchasing agreement with Packet Fusion, Inc. for the technology refresh of the City's telephone system Sponsors: Indexes: Code sections: Attachments:Staff Report A - Draft Contract Action ByDate Action ResultVer. City Council6/19/2018 1 Subject: Cooperative purchasing agreement with Packet Fusion, Inc. for the technology refresh of the City's telephone system Authorize the City Manager to negotiate and entering a cooperative purchasing agreement with Packet Fusion for Voice over Internet Protocol (VoIP) equipment, technical services, training and five years of maintenance for a total amount of $204,009 CITY OF CUPERTINO Printed on 6/13/2018Page 1 of 1 powered by Legistar™102 INNOVATION TECHNOLOGY CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3308 • FAX: (408) 777-3333 CITY COUNCIL STAFF REPORT Meeting: June 19, 2018 Subject Cooperative purchasing agreement with Packet Fusion, Inc. for the technology refresh of the City’s telephone system. Recommended Action Authorize the City Manager to negotiate and enter into a cooperative purchasing agreement with Packet Fusion for Voice over Internet Protocol (VoIP) equipment, technical services, training and five years of maintenance for a total amount of $204,009. Description Staff recommends entering into agreement for the City’s telephone system technology refresh with Packet Fusion, Inc. The agreement includes VoIP switches, handsets, unified communications software, related accessories, installation, technical services, project management and five years of premium maintenance of all hardware and software. The proposed VoIP solution will provide a leading-edge unified communication platform. Discussion Over twenty years ago the City entered into an agreement with AT&T to provide telephone services to City staff. The agreement included “Centrex” services and hardware. Today the City has roughly 270 Centrex lines at an approximate cost of $21.00/month/line for a total annual cost of $68,040. The proposed solution including additional telecom services would result in a savings over five years of $92,646 as defined below: 103 Year 1 Year 2 Year 3 Year 4 Year 5 Current Solution Annual Charges $ 68,040.00 $ 68,040.00 $ 68,040.00 $ 68,040.00 $ 68,040.00 Proposed Solution Onetime Capital Cost $ 160,582.00 Annual Maintenance Fee $ - $ 6,743.00 $ 6,743.00 $ 6,743.00 $ 6,743.00 Telecom Fees $ 12,000.00 $ 12,000.00 $ 12,000.00 $ 12,000.00 $ 12,000.00 $ 172,582.00 $ 18,743.00 $ 18,743.00 $ 18,743.00 $ 18,743.00 Annual Savings $ (104,542.00) $ 49,297.00 $ 49,297.00 $ 49,297.00 $ 49,297.00 Cumulative Savings $ (104,542.00) $ (55,245.00) $ (5,948.00) $ 43,349.00 $ 92,646.00 Innovation & Technology (IT) reviewed options to our current agreement and determined the City was best served by the implementation of a VoIP solution. VoIP would provide the following benefits:  Cost Savings - as defined above  Improved Operational Efficiency  Mobile Device (Laptop, Smartphone & Tablet) Integration  One Network for Voice and Data  Day-to-Day Administration by IT Staff VoIP is the standard for today’s business phone system. VoIP provides reduced cost, ease of technical management, enhanced productivity and mobility. IT reviewed several VoIP offerings and selected Mitel’s (formerly ShoreTel) unified communication phone system based on the following:  Total Cost of Ownership as defined by Aberdeen Research  Simple to install, manage, use, and grow. Based on reference checks with neighboring cities  Improved operational efficiency. Again, based on reference checks. 104 Once the VoIP solution was determined, IT began researching various vendors with the technical skillset to assist staff with the installation on ongoing maintenance. Packet Fusion, Inc. was selected due to the following:  NASPO participating Mitel partner for California  Large California city customer base  Competitive pricing  Mitel Platinum Partner  24/7/365 Network Operations Center  4 hour onsite emergency response Mitel hardware and licensing as well as Packet Fusion services will be procured under the National Association of State Procurement Officials (NASPO) master price agreement AR627. Contract Amount is $194,294 with a 5% contingency for a total of $204,009. Sustainability Impact The VoIP software is anticipated to reduce the volume of paper currently used for printed phone directories, conserving natural resources and reducing greenhouse gases generated during the production and disposal of paper. Fiscal Impact Existing VoIP funding is allocated in the Innovation & Technology Department to fully fund the implementation and five years of maintenance as outlined in the recommended agreement ______________________________ Prepared by: Bill Mitchell Approved for Submission by: David Brandt, City Manager Attachments: A – Draft Contract 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 Qty MFQ Part Number Description Category Shoretel Unit List Price Shoretel List Extended Price NASPO Unit Discounted Price NASPO Extended Packet Fusion Extended Price 8 SHO-10523 Voice Switch - ST50A Hardware $ 2,000.00 $ 16,000.00 $ 1,300.00 $ 10,400.00 9,067.43$ 1 SHO-10527 Voice Switch - ST200 Hardware $ 4,500.00 $ 4,500.00 $ 2,925.00 $ 2,925.00 2,550.21$ 23 SHO-10546 IP Phone IP 420g.Hardware $ 219.00 $ 5,037.00 $ 142.35 $ 3,274.05 2,854.54$ 247 SHO-10497 Shoretel IP Phone IP480g Hardware $ 369.00 $ 91,143.00 $ 239.85 $ 59,242.95 51,652.05$ 23 SHO-30145 Connect ONSITE Courtesy license License $ 99.00 $ 2,277.00 $ 64.35 $ 1,480.05 1,290.41$ 245 SHO-30147 Connect ONSITE Essentials license bundle License $ 199.00 $ 48,755.00 $ 129.35 $ 31,690.75 27,630.16$ 2 SHO-30148 Connect ONSITE Standard license bundle License $ 299.00 $ 598.00 $ 194.35 $ 388.70 338.90$ 1 SHO-21020 Distributed Voice Service License License $ 995.00 $ 995.00 $ 646.75 $ 646.75 563.88$ 8 SHO-30044 Additional Site License License $ 495.00 $ 3,960.00 $ 321.75 $ 2,574.00 2,244.19$ 9 SHO-10223 19" Relay Rach Shelf for 1/2 Shoregear Unit Hardware $ 115.00 $ 1,035.00 $ 74.75 $ 672.75 586.55$ 174,300.00$ 113,295.00$ 98,778.32$ Discount from Shoretel List 35%43% Pricing Information per ShoreTel Price File February 2017 143 PAGE 1 PROJECT MANAGEMENT STRATEGY & SCOPE OF WORK This contract is awarded in response to The City of Cupertino (Customer) Request for Proposal (RFP) for the “Installation of a new Telecommunications Platform”. The RFP, Packet Fusion, Inc.’s RFP response, Appendices, Schedules, Addenda and written modifications (including emails) are incorporated, by reference, into the SOW as indicative of the overall scope of work under which the Vendor is awarded the contract (and as a material inducement for Customer to enter into contract), further defining the contractual responsibilities of each party. Packet Fusion, Inc. is sometimes referred to herein as “Packet Fusion”, “Vendor”, “PFI”, “we”, “us”, “our” and/or “ours”. The City of Cupertino is sometimes referred to herein as “Customer”, “you” or “COC”. PROJECT MANAGEMENT STRATEGY The quality of the Project execution will influence the end users’ perception of Packet Fusion’s competence and capabilities long after the Installation is completed. Therefore, Packet Fusion Project Management utilizes a process with seventeen critical events that must occur on any Project to guarantee a successful completion, which means on time, and providing quality service. The critical events are: *SCOPE OF WORK REVIEW The Packet Fusion Project Manager reviews the approved contract in its entirety. The Packet Fusion Project Manager is responsible to execute the terms and conditions of the implementation, therefore a detailed understanding of the scope of the project must be clear up front. *ASSIGN RESOURCES The Packet Fusion Project Manager determines the skill set requirements and quantity of the project team members. The appropriate team members are assigned and provided the project details and each team member’s responsibility is defined. *PACKET FUSION INTERNAL HAND-OFF MEETING The Packet Fusion Project Manager schedules and chairs a meeting with the Installation team members and the Sales/Design team. At this time, the scope of the project is reviewed in detail to be sure the Installation team has a clear understanding of the project. The Installation team member roles, and responsibilities are reviewed to be sure every detail is covered and assigned to an Installation team member. Also, at this meeting it is determined who needs to participate in the Customer hand-off meeting and the agenda is reviewed. *CUSTOMER HAND-OFF MEETING The Customer hand-off meeting provides an opportunity to review signed scope of work, make introductions, explain Project activities and processes, establish ground rules for the Project, and define roles and responsibilities. It also provides a means of eliminating the potential for misunderstandings by requiring participants to discuss and agree to schedules and milestones before the Project begins. Status meetings are now scheduled. *PREPARE MASTER SCHEDULE/ TIMELINE A master schedule and sub schedule will be developed for all Project activities. These schedules show start and completion dates, as well as Project milestones. The schedule is developed in cooperation with the customer to minimize disruptions to the customer’s business. Once established, any changes to the master schedule need to be discussed and approved jointly during project reviews. The customer and all Installation team members will be provided the master schedule and any corrections. *VERIFY MATERIAL Each of the equipment items specified in the contract is tracked to ensure the proper quantities are delivered and installed. Any variations determined during database collection and floor plan review will be reconciled utilizing Job Change Orders signed by both the Customer contact and the Project Manager to ensure an agreement has 144 PAGE 2 been made regarding a delivery date of said JCO. The Project Manager will keep a Job Change Order log for review at any given time during the implementation. *CUSTOMER REQUIREMENT DATA GATHERING Database collection and floor plan review are two of the most critical elements of the installation. The steps and process associated with these activities will be discussed at the Customer Hand-Off Meeting. If necessary, follow up meetings to plan this will be done. During this phase of the installation many things are being identified, such as customer’s new directory, call flow, set locations, etc. *NETWORK SERVICES Based on the customer requirements, all required services must be ordered and installation dates coordinated with the ShoreTel installation. *NETWORK INFRASTRUCTURE READINESS If a Network Assessment is purchased, the Packet Fusion Project Manager will coordinate the completion of the Network Assessment. The Network Assessment will give an opportunity for both Packet Fusion and the Customer to test the strengths and weakness, and to demonstrate how the overall performance and design can be improved (if necessary). After the completion of said assessment Packet Fusion and the Customer will review and audit of all network areas that will be affected by this deployment. If a Network Assessment is not purchased, Packet Fusion has 4 hours allocated to consult with the customer on their Network environment. All time spent troubleshooting network issues above and beyond the consultation, will be billed on a Time and Materials basis. *INVENTORY EQUIPMENT The physical inventory of the equipment received must be completed. The Project Manager and warehouse personnel will review all equipment and sign off on the equipment to be delivered and to which facility. The project manager will ensure proper access for the delivery to customer site once a secure room is identified. *INSTALLATION/SYSTEM PROGRAMMING Racking and Stacking of equipment must be coordinated to complete at the appropriate times to meet the testing and go live schedule. The programming of the ShoreTel must also be completed in the appropriate timeframe. Set designations need to be prepared and set build outs completed. Thorough testing of the system must be conducted prior to the cutover, including the ShoreTel, ancillary equipment and telephones. ShoreTel testing is done in advance of all other ShoreTel dependent activities, such as training. A test plan will be developed and the appropriate manpower required secured by the Packet Fusion Project Manager. *CUSTOMER TRAINING Proper customer training is an important element of a successful installation. The Packet Fusion Project Manager will establish the training schedule, ensure the training room is prepared and provide the trainer the appropriate system information. The project manager must keep the customer contact informed if users fail to attend training. *GO LIVE Cutover is the point at which the system is placed into service. This is the most visible moment of the project. The Packet Fusion Project Manager will have a cutover plan, which defines all assignments and responsibilities associated with this activity. *POST GO LIVE The Packet Fusion Project Manager will establish a Help Desk procedure for the end users to contact with questions or problems for the specified time determined in the contract. Technicians and trainers will be available for coverage. An open issues list is developed. Any changes will be identified and scheduled for completion. System Administration training is conducted. *JOB RECONCILIATION The Packet Fusion Project Manager reviews all open issues to be sure completed. All aspects of the Solution are reviewed by the Packet Fusion Project Manager for accuracy. The Packet Fusion Project Manager obtains the customer acceptance of the completion of the project. 145 PAGE 3 *POST CUTOVER HAND-OFF MEETING The Packet Fusion Project Manager arranges a meeting to introduce the appropriate service personnel to the customer so the protocols set forth by Packet Fusion can reviewed. How to place: (a) add, move and change; (b) repair procedures; and (c) escalation procedures with all appropriate telephone numbers. CLOSE OUT PROJECT Installation & Training Plan Packet Fusion will utilize Microsoft Project and/or SharePoint throughout the entire project. The project plan will include individual tasks (pre-installation, site survey, installation, Train-the-Trainer training and post installation); timing for those tasks; resources and dates. Packet Fusion believes in setting clear, attainable goals from the outset. A clear strategy and project plan with well-defined objectives and outcomes will help keep the project team focused and on track. One of the first steps in any project is establishing mutually-agreed upon and well-defined-scope. Packet Fusion will assign an experienced Project Manager and a Senior Engineer. The project team members begin immediately to build a strong partnership with their client that will last throughout the lifecycle of the project, including ongoing support. The goal is a single integrated team of Packet Fusion and the Customer ’s staff. Packet Fusion follows a structured project preparation plan and uses pre-configured solution components (documentation and design concepts) that enable rapid progress. Our creative approach to resolving technical and functional issues during the project is critical during the design and configuration, integration, conversion, parallel run and cut-over stages. Throughout, every effort is made to capitalize on the available functionality and create operational efficiencies while supporting our clients' business needs. All equipment and associated labor costs have been provided throughout our RFP response. IMPLEMENTATION / INSTALLATION Here are our standard procedures: Cutover – transparency - The success of a telephony installation ultimately relies on strength of the team assembled. A strong project plan and the resources to accomplish this plan, is paramount. Packet Fusion is extremely flexible and will work together with the CUSTOMER to put together a project plan to match the CUSTOMER’S expectations/requirements. Responsibility - The selected vendor is solely responsible for the complete turn-key engineering of the new telecommunications system and all interconnecting facilities. Initial Work - Packet Fusion, Inc. will perform needs analysis, station reviews, data base preparation, and original program initializations. Telco Coordination – The CUSTOMER will coordinate the ordering of all long-distance and local communications facilities as deemed necessary. Packet Fusion’s Project Manager wil l be included in the process to ensure smooth transition, if needed. Transparency - It is essential that the installation of the new system be as transparent as possible to the users. There should be no telephone service interruptions, no interim changes in dialing procedures, and no perceived degradation in the quality of service. 146 PAGE 4 Project Plan Deliverables - Packet Fusion, Inc. will supply a complete description of the key activities required for the installation of the proposed system in writing along with a mutually agreed upon acceptance checklist throughout the process/project. Project Organization Chart – Packet Fusion, Inc. will provide a project organization chart with the reporting relationships of project team members and other key personnel. An escalation matrix will also be included. Customer Infrastructure - The CUSTOMER will provide required cross-connect fields, patch panels, re-use of existing patch cords, power, and cooling. Interconnection - Packet Fusion, Inc. will be responsible for interconnection of all newly supplied equipment, including customer supplied patch cords, patching, cross-connecting, plugging, telco terminations, specialty wire harnesses, amphenol tails, any required analog station patch panels or termination blocks, and any additional cables or wires required to connect the new telephone system to the CUSTOMER’s house cable. Software Version –will implement the most recent and stable version of all supplied software. If manufacturer releases a software update to fix flaws, bugs, or security during the installation timeframe Packet Fusion will update CUSTOMER’s system at the earliest reasonable opportunity during a scheduled maintenance window. This maintenance window will be scheduled after hours for service impacting upgrades to operational and partially deployed system. Project Team CEO: Matthew Pingatore Sales / Project Management: Craig Tetschlag Sales / Project Management: Kevin Doohan Project Management: Lorraine Perez Lead Pre-Sales Engineer: John Ghyselinck Lead Technician / Sr. Engineer: Matt Zellhart 2nd Technician / Engineer: Sushant Shirodkar Project Meetings Weekly progress meetings are extremely important for a successful implementation. Based on our experience, Tuesday or Wednesday works the best for these meetings. All resources provided in the PFI solution will be available for weekly meetings where notes will be taken and status given of all outstanding issues along with their proposed resolution and time frames. Installation Timeframes For an installation of this size and complexity, 60-120 days from contract signing is needed to complete the tasks at hand. We will define a timeline specific to the project once a configuration has been set. 60 days is a perfect world, if for some reason this needs to be condensed, we can reach a mutually acceptable timeframe and make it part of the contract. Database Gathering A crucial component of the success of the installation is the database. A Systems Design Specialist, (SDS) will work with the CUSTOMER to gather the complete database. Every phone in the entire network will be visited and documented as to the current and future programming needs. A cut-sheet will then be created based on this information, which the customer will ultimately sign off on. We would like to have this information 2 weeks prior to cutover. Follow Up Within 2 weeks after cut over, a meeting will be held to “accept” the system. All items from the proposal and contract are to be fulfilled by this time. Meetings with the customer from this point forward will be held to review any projects in place and future needs, on a scheduled basis. Training End User Training: Will be held on site in a designated conference room. These classes will be held the week prior to the cutover. 10-15 live and operational phones will be in this conference room for training. Each class 147 PAGE 5 lasts 1-1.5 hours and covers phone and voice mail usage. The CUSTOMER’S employees will be empowered to transfer, conference, intercom, place calls on and off hold, and have all questions answered in the training classes. On the day of cutover, we will have Packet Fusion’s Trainer, Project Manager, Engineers and Sales Team walking around the site to ensure all the CUSTOMER’S employees are able to use their new ShoreTel phone system immediately. Administrator Training: The week after cutover we will train 2-3 of the CUSTOMER’S employees on how to administer the phone system. This class will be a 4-6 hour class and the cost for this has been included in our proposal. Of course, if customer’s team has questions prior to their training, PFI will be happy to assist. Packet Fusion, Inc. encourages our customers to get involved. Because of the simplicity of the ShoreTel architecture it is now a reality for customer to be self-maintained. Days of proprietary programming languages and archaic interfaces are a thing of the past. We ask the customer to participate in the installation and learn the ShoreTel system. This enables them to be comfortable with the day to day administration of the system. Please also refer to the Excel Workbook (Installation Project Plan Acceptance Cutsheet) included for detailed check lists, PFI Project Management and the SAMPLE project plan for what a project like this will look like. PFI Workbook and Acceptance Test Plan.xlsx PFI Project Management.docx SAMPLE Project Plan.pdf Scope of Work Description of Work to be performed: Implementation of Telephony Solution ShoreTel The ShoreGear voice hardware switches/appliances will provide all the call control intelligence, for all the internet protocol (IP) phones at each location, along with supporting analog trunks and analog devices. In every location requiring survivability, we are proposing ShoreGear switches/appliances to support local PSTN trunks. The remote locations will have a child relationship to the parent to the N+1 virtual appliance running in the Customer provided VMWare at the City Hall and Service Center (Geo-Redundant) in that should a ShoreGear switch or Virtual Phone Appliance fail anywhere within your network, the IP phones associated with that switch would automatically fail over to the virtual N+1 redundant virtual appliance. The voicemail (DVS) at the City Hall will fail up to the ShoreWare Director at the Service Center. At the City Hall, we will deploy the following ShoreTel items: 1 - ShoreGear ST200 – IP phone registration 135 – ShoreTel IP 480G phones 15 – ShoreTel IP 420G phones 135 – ESSENTIALS - Ext & MB, 8 party audio conf., Pro Call Manager, IM and Collaboration (server required), Web & App dialer. 15 - COURTESY - Ext. only, no vm, No Client, No add-ons 1 - Distributed Voice Services License (DVS) for local voicemail 1 - MDF Material 148 PAGE 6 Virtual Servers – Customer Provided – per the specs provided on the following pages 1 – Server for the Virtual DVS 1 – Server for the Virtual Collaboration Applications (IM engine, Audio and Web Conferencing) 1 – Server for the Virtual Edge Gateway application 1 – Server for the Virtual Mobility application (with 15 SIP trunks) 1 – Server for Primary Virtual SIP Trunks (75) 1 – Server for Primary Virtual SBC (75 trunks/sessions) At the Blackberry Farm facility, we will deploy the following ShoreTel items: 1 - ShoreGear St50a – IP phone registration, analog POTS and analog devices, SIP devices and SIP trunk connections. 2 – ShoreTel IP 420G phones 9 – ShoreTel IP 480G phones 9 – ESSENTIALS - Ext & MB, 8 party audio conf., Pro Call Manager, IM and Collaboration (server required), Web & App dialer. 2 - COURTESY - Ext. only, no vm, No Client, No add-ons 1 – Additional Site License 1 - MDF Material - Connect all existing analog and SIP devices and analog trunks At the Golf Pro Shop and Unknown Golf Course, we will deploy the following ShoreTel items: 2 – ShoreTel IP 480G phones – these phones will connect through the network or back to the Edge Gateway 9 – STANDARD - Ext & MB, 8 party audio conf., Pro Call Manager, IM and Collaboration (server required), Web & App dialer and Remote Phone. At the City Attorney’s office, we will deploy the following ShoreTel items: 1 - ShoreGear St50a – IP phone registration, analog POTS and analog devices, SIP devices and SIP trunk connections. 6 – ShoreTel IP 480G phones 6 – ESSENTIALS - Ext & MB, 8 party audio conf., Pro Call Manager, IM and Collaboration (server required), Web & App dialer. 1 – Additional Site License 1 - MDF Material - Connect all existing analog and SIP devices and analog trunks At the Monte Vista Rec facility, we will deploy the following ShoreTel items: 1 - ShoreGear St50a – IP phone registration, analog POTS and analog devices, SIP devices and SIP trunk connections. 2 – ShoreTel IP 480G phones 2 – ESSENTIALS - Ext & MB, 8 party audio conf., Pro Call Manager, IM and Collaboration (server required), Web & App dialer. 1 – Additional Site License 1 - MDF Material - Connect all existing analog and SIP devices and analog trunks At the Quinlan facility, we will deploy the following ShoreTel items: 1 - ShoreGear St50a – IP phone registration, analog POTS and analog devices, SIP devices and SIP trunk connections. 2 – ShoreTel IP 420G phones 33 – ShoreTel IP 480G phones 33 – ESSENTIALS - Ext & MB, 8 party audio conf., Pro Call Manager, IM and Collaboration (server required), Web & App dialer. 2 - COURTESY - Ext. only, no vm, No Client, No add-ons 149 PAGE 7 1 – Additional Site License 1 - MDF Material - Connect all existing analog and SIP devices and analog trunks At the McClellan Ranch Preserve facility, we will deploy the following ShoreTel items: 1 - ShoreGear St50a – IP phone registration, analog POTS and analog devices, SIP devices and SIP trunk connections. 3 – ShoreTel IP 480G phones 3 – ESSENTIALS - Ext & MB, 8 party audio conf., Pro Call Manager, IM and Collaboration (server required), Web & App dialer. 1 – Additional Site License 1 - MDF Material - Connect all existing analog and SIP devices and analog trunks At the Senior Center facility, we will deploy the following ShoreTel items: 1 - ShoreGear St50a – IP phone registration, analog POTS and analog devices, SIP devices and SIP trunk connections. 2 – ShoreTel IP 420G phones 19 – ShoreTel IP 480G phones 19 – ESSENTIALS - Ext & MB, 8 party audio conf., Pro Call Manager, IM and Collaboration (server required), Web & App dialer. 2 - COURTESY - Ext. only, no vm, No Client, No add-ons 1 – Additional Site License 1 - MDF Material - Connect all existing analog and SIP devices and analog trunks At the Service Center facility, we will deploy the following ShoreTel items: 1 - ShoreGear St50a – IP phone registration, analog POTS and analog devices, SIP devices and SIP trunk connections. 2 – ShoreTel IP 420G phones 28 – ShoreTel IP 480G phones 28 – ESSENTIALS - Ext & MB, 8 party audio conf., Pro Call Manager, IM and Collaboration (server required), Web & App dialer. 2 - COURTESY - Ext. only, no vm, No Client, No add-ons 1 – Additional Site License 1 - MDF Material - Connect all existing analog and SIP devices and analog trunks Virtual Servers – Customer Provided – per the specs provided on the following pages 1 – Server for the Virtual ShoreWare Director 1 – Server for the Virtual Phone switch/appliance – N+1 redundancy 1 – Server for Primary Virtual SIP Trunks (60) 1 – Server for Primary Virtual SBC (60 trunks/sessions) At the Sports Center facility, we will deploy the following ShoreTel items: 1 - ShoreGear St50a – IP phone registration, analog POTS and analog devices, SIP devices and SIP trunk connections. 10 – ShoreTel IP 480G phones 10 – ESSENTIALS - Ext & MB, 8 party audio conf., Pro Call Manager, IM and Collaboration (server required), Web & App dialer. 1 – Additional Site License 1 - MDF Material - Connect all existing analog and SIP devices and analog trunks Here is a breakdown of the VMWare environment required: 150 PAGE 8 VMWare Environment – per the above mentioned The Customer is very interested in loading all possible new servers onto VMWare, for all the obvious advantages and we highly recommend this as well. That said, the customer is to provide all servers, OS and VMWare software to accommodate this as specified below. We are proposing the following servers and VMWare as required from the Customers: VMWare at the City Hall Virtual Servers – Customer Provided – per the specs provided on the following pages 1 – Server for the Virtual DVS 1 – Server for the Virtual Collaboration Applications (IM engine only) 1 – Server for the Virtual Edge Gateway application 1 – Server for the Virtual Mobility application (with 15 SIP trunks) 1 – Server for Primary Virtual SIP Trunks (75) 1 – Server for Primary Virtual SBC (75 trunks/sessions) DVS - Needs Windows OS or Lynx –Small Size Windows / Linux DVS Virtual Requirements Conference Bridge/IM Engine – Small Virtual Service Appliance Server Size G711 G722 G729 Secure WEB sessions IM Virtua Cores RAM per VM Disk space Networks Small 50 15 50 50 500 4 2GB 100GB 100 Base-T or Gig. Large 200 60 200 200 2000 16 6GB 100GB Gigabit Ethernet IM-only 0 0 0 0 2000 2 2GB 20GB Gigabit Ethernet Processor Intel Xeon CPU E5-2630v4@2.2Ghz* 151 PAGE 9 Edge Gateway - No OS needed - Small Edge Gateway Mobility Router - No OS needed - Small SIP Trunk Server – 100 Size RAST Con- nections Active RAST Calls Clients Concurrent Clients voice calls Virtua Cores RAM per VM Disk space Networks Small 100 50 50 50 2 2GB 100GB 100 Base-T or Gig. Medium 500 100 400 100 4 4GB 100GB Gigabit Ethernet Large 2,000 200 800 200 8 8GB 100GB Gigabit Ethernet Processor Intel Xeon CPU E5-2630v4@2.2Ghz* 152 PAGE 10 SIP Session Boarder Controller Server (Ingate) – 100 VMWare at the Service Center Virtual Servers – Customer Provided – per the specs provided on the following pages 1 – Server for the Virtual ShoreWare Director 1 – Server for the Virtual Phone switch/appliance – for N+1 redundancy 1 – Server for Primary Virtual SIP Trunks (60) 1 – Server for Primary Virtual SBC (60 trunks/sessions) Shoreware Director- Needs Windows OS-Medium Size HQ Server Virtual Requirements N+1 - No OS needed Virtual Phone Switch Max phones managed by switch Processor RAM per VM Disk space Networks 1000 Intel Xeon CPU E5-2630v4@2.2Ghz* 2GB 20GB 100 Base-T or Gig. Server Size Max users per system Max users per the server (phones managed by switches managed by server) Max sys- tem BHCC BHCC per server Reports run outside of busines hours Maximum BHCC per server Re- ports run during business hours Virtua Cores RAM per VM Disc Space Networ k Small (including when used with SBE or SBE 100 system license) 500 (100 for SBE) 500 (100 with SBE 100 license SBE 100, 50 with SBE license) 5,000 1,000 Not recom- mended 2 4GB 60GB 100 Base-T Or Gig. Medium 2,500 1,000 25,000 5,000 1,000 4 8 GB 150GB 100 Base-T Or Gig. Large 10,000 1,000 50,000 10,000 5,000 8 8 GB 260GB Gigabit Ethernet Very Large 20,000 1,000 100,000 10,000 5,000 10 16GB 500GB Gigabit Ethernet Processor Intel Xeon CPU E5-2630v4@2.2Ghz* 153 PAGE 11 SIP Trunk Server – 100 SIP Session Boarder Controller Server (Ingate) – 100 Network Design Below is a SAMPLE diagram of what the voice network will looks like with the current BOM. A revised daigram will be provided upon project completion to depict the final configuration (logical and physical layout of all components). 154 PAGE 12 Visio-City of Cupertino Network Layout 5-31-18.pdf Customer Requirements During or prior to the installation, Customer or its representative shall perform the following tasks:  Provide a liaison to manage Customer's participation in the installation and be available to support the project. This person will serve as a primary contact between Customer and Packet Fusion to assist in the execution and training associated with the project.  Provide virtual private network (VPN) access to give Packet Fusion access to the TELEPHONY SYSTEM for remote system installation and configuration.  Provide all required connectivity to the public switched telephone network.  Insure that all required electrical facilities are in place to support the TELEPHONY SYSTEM installation and ongoing functionality.  Provide assistance as reasonably required to define the procedures to handle Customer interactions.  Identify up to 4 staff members to be trained in solution use. All of these agents must be reasonably available for ongoing “over-the-shoulder” training in Customer’s facility where the solution is installed.  Allow Packet Fusion reasonable access to the TELEPHONY SYSTEM components (“Components”) during the term of this installation.  Provide a script for each voice-greeting file to be recorded.  Have a facility available for installation of the TELEPHONY SYSTEM. This facility will be suitable to provide a secure location for the Components, with adequate floor/rack space, power, ventilation, and 155 PAGE 13 voice and data network connectivity. Have all required outside telephone lines installed with connectivity to the facility. Have any required equipment racks and/or cable management hardware in place at the facility. Customer will provide such items as needed to meet Customer's requirements. If 19 inch rack space is not used and wall mounting is required, then Customer will have the 3/4 inch plywood mounted to the wall location for the TELEPHONY SYSTEM installation. Provide all necessary hardware and software associated with the VMWare, per this SOW and our technical meetings. Customer to unbox, rack and stack all ShoreTel equipment being provided. Customer to unbox, assemble, flash and layout/deploy all phones at each location Other Project Considerations Customer must have all paperwork and signatures returned to Packet Fusion within a reasonably adequate timeframe to facilitate equipment procurement. The typical lead-time is approximately six to eight weeks for a system of this size. Cutover and service impacting work is quoted to be done when Customer can be without phone service for 1 to 2 hours. Proposed cutover date is to be determined. Exclusions The following are specifically excluded: Any and all cabling unless expressly included (patchcords and analog cross-connects are included and will be provided by Packet Fusion). All aspects relating to ordering, installation, or testing of circuits from dial tone provider. However, Packet Fusion will provide acceptance testing of the new circuits onto the ShoreTel system. Adds, moves or changes occurring after the installation is complete. Any obligation to provide installation services of future upgrades to any hardware or software, other than to correct defects of the installation. Notes “This Scope of Work will not be able to capture every action item, deliverable or responsibility of each party. If an action item is not listed in the SoW but is reasonably required in order to meet the requirements and specifications of the deployment, it will be assumed to be included at no extra charge and the responsibility of Vendor if it relates to the hardware, software or services being provided by Packet Fusion, Inc. If an action item is not listed and is solely related to the inner workings of Customer’s LAN/WAN, IT network, or business processes, it wil l be assumed to be delivered by the Customer (but with Vendor support and consultation).” Packet Fusion, Inc. Customer By_______________________________ By_______________________________ Print Name________________________ Print Name________________________ Title_____________________________ Title_____________________________ Date_____________________________ Date_____________________________ W. Todd Peterson President 6/12/2018 156 Packet Fusion Proposal for City of Cupertino Kevin Doohan, Senior Account Executive Presented by: 5/26/2018 Proposal For: 4637 Chabot Drive St. 350 Pleasanton CA 94588 main (925) 701-2000 fax (925) 701-20301 of 28 157 Date: Customer: Attn: Re: Mitel Connect 1.x Kevin Doohan, Senior Account Executive Packet Fusion, Inc. Email:kdoohan@packetfusion.com Website www.packetfusion.com 4637 Chabot Drive St. 350 Pleasanton CA 94588 main (925) 701-2000 fax (925) 701-2030 5/26/2018 City of Cupertino Bill Mitchell Packet Fusion is pleased to submit our complete System and Installation project proposal. We understand how to leverage technology to increase productivity and reduce bottom line cost of your business. As a certified ShoreTel partner, Packet Fusion, Inc. looks forward to providing you with full-service engineering and installation for all of your technology needs. We are committed to adhering to your schedule while maintaining flexibility and providing you with a technically sound solution. We are providing a solution for you based on ShoreTel’s ShoreGear product which scales from 20 to 40,000 lines. Supported within this unit are all the capabilities your business needs to maximize its success, including robust telephony features, voice mail, call center, computer telephony integration, and much more. By choosing ShoreTel for your site, you’ll be installing a platform that delivers a powerful, affordable solution that’s quick to deploy and easy to manage. Since it’s an integrated solution, everything you need is right there in one compact chassis that can be managed from a single, intuitive software application. The design of this proposal is based on the preliminary information that we have gathered. In this proposal you will find our scope of work and pricing. Please take your time to look over this proposal and familiarize yourself with all that Packet Fusion will provide. Should you have any further questions or need further explanation, please do not hesitate to give me a call. We can also provide leasing options from one of our leasing partners if appropriate. Best Regards, 2 of 28 158 Packet Fusion provides Unified Communications (UC)solutions to mid-market and enterprise companies. We specialize in Voice over IP, LAN applications, wireless technology, switching, routing and advanced, enterprise communication networks. We offer a world class portfolio of products and services with unparalleled customer satisfaction. Through strong vendor relationships and exceptionally skilled in-house resources, we've built an extensive portfolio of infrastructure hardware, management systems and applications. Whether you have a 20-person single site or a 5,000- line worldwide enterprise, Packet Fusion will provide a specialized team to ensure a successful project completed on time and on budget. Our experienced engineers work closely with your team to design, implement and maintain communications solutions that satisfy critical business needs. We build strong, long-lasting relationships with our customers based on consistent quality and responsiveness. Packet Fusion offers a variety of communication networking services. Unique to our organization, and a key benefit for you, is our commitment to making certain that not only the proper hardware is identified and delivered, but also that the network is set up and functioning properly, users are trained, and monitoring and support mechanisms are in place to ensure the network's effectiveness as well as your company's overall success. Packet Fusion Services Include: • Network Operations Center (NOC) 24 x 7 x 365 • Proactive Monitoring of entire VoIP Network • 4 Hour Onsite Emergency Response • Consulting and Implementation • VoiP Lan / Wan Assessments • Contact Center Design and Implementation • Disaster Recovery / Business Continuity Planning • Training for end users & system administrators • Dedicated Account Management • Dedicated Project Managment ShoreTel Awards / Accolades: • Circle of Excellence (top 10 vendors worldwide) –2007, 2008, 2009,2010, 2011,2012, 201, 2014, 2015, 2016 & 2017 • Partner of the Year (#1 partner worldwide) –2008, 2010,2012,2014 and 2015 • Major Account Partner (MAP) of the Year –2008,2010 and 2012 • Volume Achievement (#2 worldwide) -2010, 2011, 2012, 2013, 2014 • Customer Satisfaction above 95% (currently at 98.69%) • #1 Volume in Western US, 7 years running. • "Platinum" certified ShoreTel VAR. • Currently service the 3 largest multi-site single system image of ShoreTel -Gensler & Associates -5,700 lines -37 locations worldwide -CNET/CBSi -4,200 lines -14 locations worldwide -Robert Half International -14,000 lines -200+ locations worldwide PACKET FUSION OVERVIEW 3 of 28 159 ShoreTel® is a leading provider of Pure IP Unified Communications solutions and known for exceptional customer satisfaction. ShoreTel's distributed architecture delivers unmatched reliability, scalability and manageability, plus a user interface that sets the standard for ease-of-use. ShoreTel's Unified Communications system encompasses phones, switches, and software that are designed to allow easy deployment and rapid flexibility, and deliver world-class quality. ShoreTel's IP phones provide the ultimate in ergonomic and aesthetics design, as well as superior audio quality. ShoreGear® voice switches are purpose-built appliances with no moving media, delivering unmatched reliability and availability. And the ShoreWare® Call Manager end-user application suite makes it easier for users to communicate with anyone, anywhere, anyway they choose. IP Phone System The ShoreTel IP phone system is a completely integrated system that scales seamlessly from 1 to 10,000 users including PBX, voice mail, and automated attendant functions. The ShoreTel system is built from the ground up and designed to be the easiest to use, easiest to manage, full-featured IP phone system on the market today. Its distributed architecture is ideal for multi-site companies that span multiple locations because the ShoreTel IP phone system appears and behaves as a single, unified system. Distributed Architecture ShoreTel has designed this fully distributed Unified Communications (UC) system based on a unique and innovative architecture that is purpose-built with no single point of failure. The ShoreTel distributed architecture incorporates a switch-based hardware platform that makes each switch and site an independent call processor which continues to operate seamlessly in the event of wide area network (WAN) failure. Unlike other solutions, all servers can be disconnected from the ShoreGear® switches and the ShoreTel phone system will continue to place and receive calls. Voice applications, including voicemail and automated attendant, run on standard server hardware from anywhere on the IP network. The result is a single-image system across all geographies with complete feature transparency and integration of all PBXs, voice-mail systems, automated attendants, and Automatic Call Distribution (ACD) systems. System Administration—ShoreWare Director ShoreWare® Director is a Web-based network management tool that provides a single management interface for all voice applications, across all locations. This best-in-class management interface unifies all systems and tasks, instead of using separate management systems and administrators for multiple PBX, voicemail and automated attendant systems. Extremely easy to learn and use, the system helps improve administrator productivity, lower ownership costs and reduce IT resources. Unified Communications A successful Unified Communications (UC) solution can deliver significant benefits to any organization and help turn communication challenges into competitive advantages. When people know the most effective way to contact colleagues, they can efficiently obtain needed information and get work done, rather than spending on the job time tracking down the appropriate person. • Find Me Follow Me • DID assignment to Cell Phone • Presence Information • Desktop Video Conferencing • Instant Messaging • Call Handling Modes • Log into any phone on the network • Screen Pop for Contacts • Click to Dial • VPN(less) connectivity • Video Conferencing • Desktop Collaboration • Full Mobile Client Hybrid Communications Platform Reduce Capital Expenses While Leveraging Current Investments. As a visionary provider of IP PBX phone systems and unified communications applications, ShoreTel sees the future of communications architecture as combining the best of two delivery methods: a hybrid cloud communications platform that delivers the resiliency, control and availability of an on-site “hardware-based” phone system with the immediacy, ease and flexibility of virtual PBX applications delivered from the cloud. SHORETEL OVERVIEW 4 of 28 160 SHORETEL OVERVIEW ShoreTel Hybrid: Premise AND Cloud Contact Center Collaboration Mobility IP Phone System Unified Communications Contact Center Collaboration Mobility IP Phone System Unified Communications Users Contact Center Collaboration Mobilit y IP Phone SystemUnified Communications 5 of 28 161 Terms & Conditions Packet Fusion, Inc., (“Company”), hereby enters into this Agreement (“Agreement”) w ("Customer"), having its executive offices at:Company and Customer Customer Initials: __________________Date:_________________ 10300 Torre Ave, Cupertino, CA 95014 intend that this Agreement shall apply exclusively to all orders placed by Customer with Company during the term hereof, and all Maintenance and Time and Material (T&M) Work performed by Company during the term hereof. NOW, THEREFORE, in consideration of sufficient good and valuable consideration received by each party, Company and Customer agree as follows: City of Cupertino A.LIMITED WARRANTY 1.Equipment. All equipment, materials, parts, components, and peripheral equipment (“Equipment”), described in the Scope of Work and supplied and/or installed by Packet Fusion pursuant to the attached Agreement, are warranted to be free of defects under normal use for the period of the manufacturer’s written warranty. All assignable manufacturer’s warranties applicable to such Equipment will be assigned to the Client upon installation. Any extended warranty available from the manufacturer of such Equipment may be made available to the Client. All Equipment warranties are subject to,and limited by, the terms and conditions imposed by the written warranties extended by the respective manufacturers of the Equipment. 2.Labor. All labor and/or services (“Labor”), provided by Packet Fusion as described in the Scope of Work and provided pursuant to the attached Agreement, is warranted to be performed in a competent and professional manner, and to be free of defects under normal use for one (1) year from the date such Labor is provided. 3. Repair or Replace. Except as otherwise provided in the Manufacturer’s written warranties, within the Limited Warranty periods set forth above, as to any defects in Equipment and/or Labor installed or supplied by Packet Fusion pursuant to the attached Agreement, the extent of Packet Fusion’ liability is limited to the repair and/or the replacement of such Equipment with a similar item, free from the defects in question, or the re-performance of such services without such defects. 4. No Consequential or Liquidated Damages. In no event shall Packet Fusion be liable for any incidental, consequential or liquidated damages arising from or related to any alleged defect in the Equipment and/or Labor. Packet Fusion shall have no responsibility for, nor any other liability or warranty for, defects, damages or delays caused by the actions or inactions of persons or entities not affiliated with Packet Fusion, or caused by, or attributable to any reason beyond Packet Fusion’ reasonable control. 5. No Other Warranties. The Limited Warranties provided herein are exclusive of, in lieu of, and Client hereby waives, any and all other warranties, guaranties, remedies, or liabilities, express or implied, arising by law or otherwise, including, without limitation, any warranty of merchantability, or fitness for a particular use. This Limited Warranty is only effective upon Client’s payment in full of all sums due to Packet Fusion pursuant to the attached Agreement. This Limited Warranty cannot be extended, altered, or voided, except by a written agreement signed by an authorized officer of Packet Fusion and Client. B. LIMITATIONS OF ACTION.Packet Fusion shall be relieved of all obligations and liability under this Limited Warranty if Client fails to report the defect, in writing, to Packet Fusion within thirty (30) days after such defect becomes reasonably apparent. No action, including, without limitation, contract and/or tort actions, relating to the Equipment and/or Labor supplied and/or performed by Packet Fusion, may be brought by the Client more than one (1) year after the cause of action for same accrues. C. PAYMENT TERMS. Unless otherwise specified in the attached Agreement, payment of all amounts due Packet Fusion are due when each invoice is rendered. Invoices remaining unpaid after thirty (30) days from the date of the invoice shall bear interest at the rate of one and one-half percent (1.5%) per month. Packet Fusion reserves the right to suspend all work if Client's account becomes materially past due. By executing the attached Agreement, Client also agrees to pay ALL costs incurred by Packet Fusion to collect the amounts due Packet Fusion, including but not limited to: legal fees, costs, in-house attorney costs and fees, collection service costs, etc. D. CREATION OF LIEN.It is expressly understood and agreed by Client that a mechanic’s lien in favor of Packet Fusion shall be created against the property where the Equipment and/or Labor are installed or provided. Said lien shall take effect immediately upon the installation of such Equipment and/or Labor. Packet Fusion agrees that said lien will not be recorded or foreclosed unless Client fails to timely pay for the Labor and Equipment furnished by Packet Fusion. E.CONDITION OF PREMISES. Client shall bear full responsibility for the condition of the building and premises in which said Labor and/or Equipment is to be installed. Client shall make any and all alterations or repairs to said building or premises that are reasonably necessary to accommodate such installation, and shall provide reasonable and adequate access to said premises. F.NO HIRE POLICY. During the term of this Agreement, and for a period of one (1) year after the termination of this Agreement, or the completion of the project, whichever is later, the Client agrees that it will not, either directly or indirectly, hire, employ, retain, offer to employ,or solicit the employment of, any individual that was employed by Packet Fusion during the term of this Agreement, nor will Client attempt to do any of the foregoing. In the event Client breaches this provision, the parties agree that it would be difficult to establish the precise amount of damages incurred by Packet Fusion as a result of such conduct, and therefore the parties agree that immediately upon hiring said individual, Client shall pay to Packet Fusion an amount equal to 50 % of the gross annual salary or wages paid to the individual in question during the twelve months prior to the termination of that individual’s employment with Packet Fusion. G. NON-ASSIGNABLITY.The rights and duties of Client and Packet Fusion cannot be assigned by either party, without the advance written consent of the remaining party to the attached Agreement, which consent shall not be unreasonably withheld. H. GOVERNING LAW. This Limited Warranty and the attached Agreement shall be governed by and construed in accordance with the laws of the state where such Equipment and/or Labor are supplied by Packet Fusion. I. TOLL FRAUD. Packet Fusion will adhere to the manufacture’s specifications to secure the system to prevent toll fraud. In no way Packet Fusion liable for any toll fraud that may occur.J. BILLABLE ITEMS NOT COVERED BY MAINTENANCE / WARRANTY or INSTALLATION.(a) Remote VOIP Phones: All Hardware is covered. Anytime spent troubleshooting the customer’s WAN/ LAN / VPN will be billed on a time and materials basis.(b)Desktop Applications: Unified Messaging, Faxing, SoftPhone and all versions of Communicator: Packet Fusion will warrant that the ShoreTelsoftware provided works as per the manufacturer specifications.Any time spent troubleshooting on a customer’s PC, Laptop, Notebook ,LAN / WAN or desktop image to assure compatibility will be billed at time and materials basis,unless expressly outlined or committed to else where in this agreement. K. RETURNS. Unopened hardware may be returned prior to cut-over for 100% credit. All software licenses are not returnable for any type of refund. L. DELIVERY OF SOFTWARE.All software will be delivered electronically. No physical media containing the software will be provided. 6 of 28 162 SCOPE OF WORK Work to be performed: Implementation of Telephony Solution Pre-installation Planning Packet Fusion is responsible for conducting most pre-installation planning. The installation will be based on this information and any significant change after it is completed may result in additional charges. Installation TELEPHONY SYSTEM installation is limited to one (1) site per installation purchase. During the installation Packet Fusion shall perform the following tasks: •Conduct a kick off meeting at the customer’s site to review the project and create a time line with associated tasks for all parties involved. • Provide a project manager to oversee the installation and act as a liason between the customer, the customer’s vendors working on the project and Packet Fusion. • Assist in ordering telco from the chosen vendor. • Install chassis, modules, and software purchased. • Delivery, setup, installation, configuration of the hardware components and affiliated software for TELEPHONY SYSTEM. • This includes mounting in a customer provided and installed rack or Customer provided and installed wallboard. • All software will be the current version that ShoreTel offers. • All optional features purchased at time of installation purchase will be installed (i.e. voicemail, voice mail upgrades, etc.) • Configuration of TELEPHONY SYSTEM, extensions, dial plans, telco circuits and telephones. • Install, label (using Customer provided labeling plan), and test TELEPHONY SYSTEM telephones purchased at time of installation purchase. • Provide link from Telco demark if within 10 feet of TELEPHONY SYSTEM location to TELEPHONY SYSTEM • Verify TELEPHONY SYSTEM and configuration • Utilizing test plan to insure that all items installed and configured by Packet Fusion are properly working according to TELEPHONY SYSTEM specifications. • Provide end user training (up to one hour class with 8 to 10 users in each class) on installed telephone and voicemail functionality. • Provide System Administrator training. 1 to 2 individuals for a single 3 hour class. • Provide Documentation • A drawing indicating the logical layout of the installed TELEPHONY SYSTEM system. • Written documentation of the TELEPHONY SYSTEM configuration, dial plan, and extensions that were installed and configured by Packet Fusion. • PFI will install the desktop applications on several of the customers workstations. It is the customers responsibity to deploy these applications. PFI has allotted 4 hours to assist in this desktop application installation and compatiblity test. Any time above this will be billed on a time and materials basis. Web Portal With your purchase, like all Packet Fusion customers, You will have a personalized Web Portal into the Packet Fusion corporate system. This will allow you to review and expedite all ongoing relations with Packet Fusion, such as placing and tracking service requests, placing orders for additional phones, reviewing account statements and links to support and reference material. Project Management Packet Fusion adheres to a rigorous standard of project management for each of its contracted solutions. This entails the assignment of a Project Manager to the installation of your system who will establish milestones and coordinate all steps in the process. With this detail, you can be assured of a smooth, trouble-free and on-time completion of your transition to a new phone system. 7 of 28 163 SCOPE OF WORK (CONT.) CUSTOMER REQUIREMENTS During or prior to the installation, the Customer or it's representative shall perform the following tasks: • Provide a liaison to manage Customer's participation in the installation and be available to support the project. This person will serve as a primary contact between the Customer and Packet Fusion to assist in the execution and training associated with the project. • Provide VPN access to telephone system to give Packet Fusion remoteaccess to the TELEPHONY SYSTEM for remote system installation,configuration, monitoring and maintenance. • Provide all required connectivity to the public switched telephone network prior to scheduling the installation. • Insure that all required electrical facilities are in place to support the TELEPHONY SYSTEM installation and ongoing functionality. • Provide assistance as required to define the procedures to handle Customer interactions. • Identify up to (number) staff members to be trained in solution use. All of these agents must work in Customer facility where the solution is installed. • Allow Packet Fusion reasonable access to the Components during the term of this installation. • Provide a script for each voice-greeting file to be recorded. • Customer will have a facility available for installation of the TELEPHONY SYSTEM. This facility will be suitable to provide a secure location for the Components, with adequate floor/rack space, power, ventilation, and voice and data network connectivity. • Customer will have all required outside telephone lines installed with connectivity to the facility. • Customer will have any required equipment racks and/or cable management hardware in place at the facility. Customer will provide such items as needed to meet Customer's requirements. • If 19 inch rack space is not used and wall mounting is required, the Customer will have the 3/4 inch plywood mounted to the wall location for TELEPHONY SYSTEM installation.• Customer to supply all patch cords from patch panel to data switch. • Customer to provide a LAN/WAN that supports VLANs / Layer 3 routing / POE / QOS. Packet Fusion has allocated 4 hours to consult with the customer on thier LAN/WAN environment. Any time spent troubleshooting customer's LAN/WAN above and beyond this will be billed on a Time and Materials basis. • If the customer elects to not allow PFI to utilize our Kaseya remote agent to manage windows updates and virus protection, it is the customer's responsibility to maintain the servers whether provided by the customer or Packet Fusion. This includes: appropriate windows update, virus protection and back ups. • All back ups of configuration, vociemail WAV files, etc. OTHER PROJECT CONSIDERATIONS: Customer must have all paperwork and signatures returned to Packet Fusion in adequate timeframe to facilitate equipment procurement. The typical lead-time is approximately four to six weeks. All work is quoted to be done on a weekday when the customer can be with out phone service. Proposed cut date is to be determined. EXCLUSIONS: The following are specifically excluded:• Any and all cabling unless expressly included.• All aspects relating to ordering, installation, or testing of circuits from dial tone provider.• Adds, moves or changes occurring after the installation is complete. • Training in excess of that provided above.• Any obligation to provide installation services of future upgrades to any hardware or software 8 of 28 164 OPERATING SYSTEM - SPECS VIRTUAL - SPECS Virtual Machine Requirements Below are virtual machine requirements for edge gateway: all other processors should be benchmarked against the processor above by consulting http://www .cpubenchmark .net . Size RAST Connections Active RAST Calls Clients Processor Cores RAM per VM Small 100 50 50 intel Xeon CPu e5- 2680v3@2 .5ghz 2 2 gB Medium 500 100 400 intel Xeon CPu e5- 2680v3@2 .5ghz 4 4 gB Large 2,000 200 800 intel Xeon CPu e5- 2680v3@2 .5ghz 8 8 gB SERVER / OS / VIRTUALIZATION REQUIREMENTS 9 of 28 165 SERVER SPECS IP FXO FXS T1/SIP Conf Conf HG BCA 3mm 3m m PFT Long Neon E1 Max inc Max PG Page MoH Loop MWI ST50A 50 4 4 -8 6 14 24 36 Y Y Y -- ST100A 100 8 6 -14 12 26 24 36 Y Y Y -- ST100DA 100 2 6 1 38 12 50 24 36 Y Y Y -- ST1D ---1 30 ----Y Y --- ST2D ---2 60 ----Y Y --- ST200 200 ----12 -24 36 Y Y --- ST500 500 ----24 -24 36 Y Y --- ST24A --24 ---24 24 36 Y Y -Y Y ST48A --48 ---48 24 36 Y Y -Y Y SERVER / OS / VIRTUALIZATION REQUIREMENTS 10 of 28 166 City of Cupertino 5/26/2018 CITY HALL 66,843.73$ BLACKBERRY FARM 6,399.10$ GOLF PRO SHOP 498.48$ CITY ATTORNEY 4,538.47$ MONTE VISTA REC 2,809.56$ QUINLAN 16,772.56$ MCCLELLAN RANCH PRESERVE 3,241.78$ SENIOR CENTER 10,721.38$ SERVICE CENTER 14,611.43$ SPORTS CENTER & TEEN CENTER 6,267.38$ UNKNOWN- GOLF COURSE 498.48$ OPTIONAL - SIPARATOR (SESSION BOARDER CONTROLLER - SBC)16,291.88$ MOBILITY ROUTER 1,312.50$ REMOTE GATEWAY 937.50$ CONFERENCE BRIDGE 625.00$ TOTAL INVESTMENT (PRE ESTIMATED S&H AND SALES TAX)152,369.23$ CA Tax Est.6,122.32$ S&H Estimate 2,090.75$ TOTAL INVESTMENT (WITH ESTIMATED S&H AND SALES TAX)160,582.30$ 3 YEAR PREMIUM PARTNER SUPPORT 17,555.29$ TOTAL INVESTMENT (WITH 3 YEAR SUPPORT)178,137.59$ 5 YEAR PREMIUM PARTNER SUPPORT 33,711.14$ TOTAL INVESTMENT (WITH 5 YEAR SUPPORT)194,293.44$ PRICING OVERVIEW *All Job Changer Orders Are Billed in full, (@ 100%), Upon Delivery of Equipment 11 of 28 167 Quote Exp Date 7/25/2018 5/26/2018 KD-2018-0427-CCUP Config. Tool Ver:PFI_2017-v.08.03 City Hall Customer PO #:N/A QTY MFG #PFI #DESCRIPTION PRICE XTENDED SWITCHES & EQUIPMENT 1 SHO-10527 500110 Voice Switch ST200, 1U 1/2-W. MaxCap: 200 IP Phones . Reqs Connect $ 4,500.00 4,500.00$ VIRTUAL APPLIANCESPHONES & EQUIPMENT 15 SHO-10546 0 IP Phone IP420G - 2 Line Black - (Requires Connect Onsite) $ 219.00 3,285.00$ 135 SHO-10497 100030 IP Phone IP480G - 8 Line Gig - (Requires 14.X) $ 369.00 49,815.00$ LICENSES, SOFTWARE & APPLICATIONS 15 SHO-30145 300040 License, Courtesy Onsite - Ext. Only, No Vm, No Client, No Add-Ons $ 99.00 1,485.00$ 135 SHO-30147 300031 License Bundle, Essentials Onsite-Ext+MB, 8 Party Aud Conf, PCM, IM & Collab, Web & App Dialer. $ 199.00 26,865.00$ 1 SHO-21020 300015 Distributed Voice Services License $ 995.00 995.00$ SERVER & EQUIPMENTADDITIONAL ITEMS & COMPONENTS 1 MDF-L 830001 MDF Material (24 Port Patch Panel, IP Power Strip, 16 GB USB, Serial Cable) $ 450.00 450.00$ 1 SHO-10223 810256 19" Relay Rack Shelf For ½ U Shoregear Units $ 115.00 115.00$ Equipment Subtotal 87,510.00$ YES California Installation site? Yes or No Installation / Training 14,062.50$ 1 Year Premium Partner Support - No Advanced Replacement of Phones 3,527.03$ Sub-Total 105,099.53$ Shoretel Equipment / PFI Discount (38,255.80)$ TOTAL INVESTMENT (Tax & S&H NOT Included)66,843.73$ * All Job Change Order's (JCO's) are billed in full (100%) upon delivery of equipment * The above quote does not include taxes and shipping charges. * Customer to supply servers for Shoreware Director and Distributed VM: Windows 2008, Windows 2012 (rls. 14) or VMWare. Unless included above.CA Tax Est.2,953.89$ * Customer to supply data network (LAN / WAN) that supports QOS and Power over Ethernet. Unless included elsewhere in this proposal.S&H Estimate 924.64$ TOTAL INVESTMENT (With Est. Tax + S&H Included)$70,722.26 ShoreTel/Mitel Connect Install Project Information Project: Quote Date & No.: Customer Name/Contact: Location/Address: City of Cupertino / Bill Mitchell City Hall 12 of 28 168 Quote Exp Date 7/25/2018 5/26/2018 KD-2018-0427-CCUP Config. Tool Ver:PFI_2017-v.08.03 Blackberry Farm Customer PO #:N/A QTY MFG #PFI #DESCRIPTION PRICE XTENDED SWITCHES & EQUIPMENT 1 SHO-10523 500097 Voice Switch ST50A, 1U 1/2-W. MaxCap: 50 IP Ph, 4 An Ext, 8 SIP Trk, 4 An Trk. Reqs Connect $ 2,000.00 2,000.00$ VIRTUAL APPLIANCESPHONES & EQUIPMENT 2 SHO-10546 0 IP Phone IP420G - 2 Line Black - (Requires Connect Onsite) $ 219.00 438.00$ 9 SHO-10497 100030 IP Phone IP480G - 8 Line Gig - (Requires 14.X) $ 369.00 3,321.00$ LICENSES, SOFTWARE & APPLICATIONS 2 SHO-30145 300040 License, Courtesy Onsite - Ext. Only, No Vm, No Client, No Add-Ons $ 99.00 198.00$ 9 SHO-30147 300031 License Bundle, Essentials Onsite-Ext+MB, 8 Party Aud Conf, PCM, IM & Collab, Web & App Dialer. $ 199.00 1,791.00$ 1 SHO-30044 300002 Additional Site License $ 495.00 495.00$ SERVER & EQUIPMENTADDITIONAL ITEMS & COMPONENTS 1 MDF-S 830000 MDF Material (24 Port Patch Panel With Preminated Amphenal) $ 150.00 150.00$ 1 SHO-10223 810256 19" Relay Rack Shelf For ½ U Shoregear Units $ 115.00 115.00$ Equipment Subtotal 8,508.00$ YES California Installation site? Yes or No Installation / Training 1,031.25$ 1 Year Premium Partner Support - No Advanced Replacement of Phones 486.77$ Sub-Total 10,026.02$ Shoretel Equipment / PFI Discount (3,626.92)$ TOTAL INVESTMENT (Tax & S&H NOT Included)6,399.10$ * All Job Change Order's (JCO's) are billed in full (100%) upon delivery of equipment * The above quote does not include taxes and shipping charges. * Customer to supply servers for Shoreware Director and Distributed VM: Windows 2008, Windows 2012 (rls. 14) or VMWare. Unless included above.CA Tax Est.314.10$ * Customer to supply data network (LAN / WAN) that supports QOS and Power over Ethernet. Unless included elsewhere in this proposal.S&H Estimate 91.90$ TOTAL INVESTMENT (With Est. Tax + S&H Included)$6,805.10 Blackberry Farm Location/Address: Project Information Quote Date & No.: Project: Customer Name/Contact: ShoreTel/Mitel Connect Install City of Cupertino / Bill Mitchell 13 of 28 169 Quote Exp Date 7/25/2018 5/26/2018 KD-2018-0427-CCUP Config. Tool Ver:PFI_2017-v.08.03 Golf Pro Shop Customer PO #:N/A QTY MFG #PFI #DESCRIPTION PRICE XTENDED SWITCHES & EQUIPMENTVIRTUAL APPLIANCESPHONES & EQUIPMENT 1 SHO-10497 100030 IP Phone IP480G - 8 Line Gig - (Requires 14.X) $ 369.00 369.00$ LICENSES, SOFTWARE & APPLICATIONS 1 SHO-30148 300032 License Bundle, Standard Onsite-Ext+MB, 8 Pty AC, PCM, IM/Coll, Web/App Dlr, Mob Clt, Rem Ph, SFDC CRM $ 299.00 299.00$ SERVER & EQUIPMENTADDITIONAL ITEMS & COMPONENTS Equipment Subtotal 668.00$ YES California Installation site? Yes or No Installation / Training 93.75$ 1 Year Premium Partner Support - No Advanced Replacement of Phones 30.65$ Sub-Total 792.40$ Shoretel Equipment / PFI Discount (293.92)$ TOTAL INVESTMENT (Tax & S&H NOT Included)498.48$ * All Job Change Order's (JCO's) are billed in full (100%) upon delivery of equipment * The above quote does not include taxes and shipping charges. * Customer to supply servers for Shoreware Director and Distributed VM: Windows 2008, Windows 2012 (rls. 14) or VMWare. Unless included above.CA Tax Est.18.60$ * Customer to supply data network (LAN / WAN) that supports QOS and Power over Ethernet. Unless included elsewhere in this proposal.S&H Estimate 7.01$ TOTAL INVESTMENT (With Est. Tax + S&H Included)$524.09 Golf Pro Shop Location/Address: Project Information Quote Date & No.: Project:ShoreTel/Mitel Connect Install Customer Name/Contact:City of Cupertino / Bill Mitchell 14 of 28 170 Quote Exp Date 7/25/2018 5/26/2018 KD-2018-0427-CCUP Config. Tool Ver:PFI_2017-v.08.03 City Attorney Customer PO #:N/A QTY MFG #PFI #DESCRIPTION PRICE XTENDED SWITCHES & EQUIPMENT 1 SHO-10523 500097 Voice Switch ST50A, 1U 1/2-W. MaxCap: 50 IP Ph, 4 An Ext, 8 SIP Trk, 4 An Trk. Reqs Connect $ 2,000.00 2,000.00$ VIRTUAL APPLIANCESPHONES & EQUIPMENT 6 SHO-10497 100030 IP Phone IP480G - 8 Line Gig - (Requires 14.X) $ 369.00 2,214.00$ LICENSES, SOFTWARE & APPLICATIONS 6 SHO-30147 300031 License Bundle, Essentials Onsite-Ext+MB, 8 Party Aud Conf, PCM, IM & Collab, Web & App Dialer. $ 199.00 1,194.00$ 1 SHO-30044 300002 Additional Site License $ 495.00 495.00$ SERVER & EQUIPMENTADDITIONAL ITEMS & COMPONENTS 1 MDF-S 830000 MDF Material (24 Port Patch Panel With Preminated Amphenal) $ 150.00 150.00$ 1 SHO-10223 810256 19" Relay Rack Shelf For ½ U Shoregear Units $ 115.00 115.00$ Equipment Subtotal 6,168.00$ YES California Installation site? Yes or No Installation / Training 562.50$ 1 Year Premium Partner Support - No Advanced Replacement of Phones 405.29$ Sub-Total 7,135.79$ Shoretel Equipment / PFI Discount (2,597.32)$ TOTAL INVESTMENT (Tax & S&H NOT Included)4,538.47$ * All Job Change Order's (JCO's) are billed in full (100%) upon delivery of equipment * The above quote does not include taxes and shipping charges. * Customer to supply servers for Shoreware Director and Distributed VM: Windows 2008, Windows 2012 (rls. 14) or VMWare. Unless included above.CA Tax Est.236.24$ * Customer to supply data network (LAN / WAN) that supports QOS and Power over Ethernet. Unless included elsewhere in this proposal.S&H Estimate 67.33$ TOTAL INVESTMENT (With Est. Tax + S&H Included)$4,842.03 City Attorney Location/Address: Project Information Quote Date & No.: Project:ShoreTel/Mitel Connect Install Customer Name/Contact:City of Cupertino / Bill Mitchell 15 of 28 171 Quote Exp Date 7/25/2018 5/26/2018 KD-2018-0427-CCUP Config. Tool Ver:PFI_2017-v.08.03 Monte Vista Rec Customer PO #:N/A QTY MFG #PFI #DESCRIPTION PRICE XTENDED SWITCHES & EQUIPMENT 1 SHO-10523 500097 Voice Switch ST50A, 1U 1/2-W. MaxCap: 50 IP Ph, 4 An Ext, 8 SIP Trk, 4 An Trk. Reqs Connect $ 2,000.00 2,000.00$ VIRTUAL APPLIANCESPHONES & EQUIPMENT 2 SHO-10497 100030 IP Phone IP480G - 8 Line Gig - (Requires 14.X) $ 369.00 738.00$ LICENSES, SOFTWARE & APPLICATIONS 2 SHO-30147 300031 License Bundle, Essentials Onsite-Ext+MB, 8 Party Aud Conf, PCM, IM & Collab, Web & App Dialer. $ 199.00 398.00$ 1 SHO-30044 300002 Additional Site License $ 495.00 495.00$ SERVER & EQUIPMENTADDITIONAL ITEMS & COMPONENTS 1 MDF-S 830000 MDF Material (24 Port Patch Panel With Preminated Amphenal) $ 150.00 150.00$ 1 SHO-10223 810256 19" Relay Rack Shelf For ½ U Shoregear Units $ 115.00 115.00$ Equipment Subtotal 3,896.00$ YES California Installation site? Yes or No Installation / Training 187.50$ 1 Year Premium Partner Support - No Advanced Replacement of Phones 323.70$ Sub-Total 4,407.20$ Shoretel Equipment / PFI Discount (1,597.64)$ TOTAL INVESTMENT (Tax & S&H NOT Included)2,809.56$ * All Job Change Order's (JCO's) are billed in full (100%) upon delivery of equipment * The above quote does not include taxes and shipping charges. * Customer to supply servers for Shoreware Director and Distributed VM: Windows 2008, Windows 2012 (rls. 14) or VMWare. Unless included above.CA Tax Est.161.85$ * Customer to supply data network (LAN / WAN) that supports QOS and Power over Ethernet. Unless included elsewhere in this proposal.S&H Estimate 43.47$ TOTAL INVESTMENT (With Est. Tax + S&H Included)$3,014.87 Monte Vista Rec Location/Address: Project Information Quote Date & No.: Project:ShoreTel/Mitel Connect Install Customer Name/Contact:City of Cupertino / Bill Mitchell 16 of 28 172 Quote Exp Date 7/25/2018 5/26/2018 KD-2018-0427-CCUP Config. Tool Ver:PFI_2017-v.08.03 Quinlan Customer PO #:N/A QTY MFG #PFI #DESCRIPTION PRICE XTENDED SWITCHES & EQUIPMENT 1 SHO-10523 500097 Voice Switch ST50A, 1U 1/2-W. MaxCap: 50 IP Ph, 4 An Ext, 8 SIP Trk, 4 An Trk. Reqs Connect $ 2,000.00 2,000.00$ VIRTUAL APPLIANCESPHONES & EQUIPMENT 2 SHO-10546 0 IP Phone IP420G - 2 Line Black - (Requires Connect Onsite) $ 219.00 438.00$ 33 SHO-10497 100030 IP Phone IP480G - 8 Line Gig - (Requires 14.X) $ 369.00 12,177.00$ LICENSES, SOFTWARE & APPLICATIONS 2 SHO-30145 300040 License, Courtesy Onsite - Ext. Only, No Vm, No Client, No Add-Ons $ 99.00 198.00$ 33 SHO-30147 300031 License Bundle, Essentials Onsite-Ext+MB, 8 Party Aud Conf, PCM, IM & Collab, Web & App Dialer. $ 199.00 6,567.00$ 1 SHO-30044 300002 Additional Site License $ 495.00 495.00$ SERVER & EQUIPMENTADDITIONAL ITEMS & COMPONENTS 1 MDF-S 830000 MDF Material (24 Port Patch Panel With Preminated Amphenal) $ 150.00 150.00$ 1 SHO-10223 810256 19" Relay Rack Shelf For ½ U Shoregear Units $ 115.00 115.00$ Equipment Subtotal 22,140.00$ YES California Installation site? Yes or No Installation / Training 3,281.25$ 1 Year Premium Partner Support - No Advanced Replacement of Phones 976.31$ Sub-Total 26,397.56$ Shoretel Equipment / PFI Discount (9,625.00)$ TOTAL INVESTMENT (Tax & S&H NOT Included)16,772.56$ * All Job Change Order's (JCO's) are billed in full (100%) upon delivery of equipment * The above quote does not include taxes and shipping charges. * Customer to supply servers for Shoreware Director and Distributed VM: Windows 2008, Windows 2012 (rls. 14) or VMWare. Unless included above.CA Tax Est.760.45$ * Customer to supply data network (LAN / WAN) that supports QOS and Power over Ethernet. Unless included elsewhere in this proposal.S&H Estimate 235.03$ TOTAL INVESTMENT (With Est. Tax + S&H Included)$17,768.04 Project Information Quote Date & No.: Location/Address: Quinlan Project:ShoreTel/Mitel Connect Install Customer Name/Contact:City of Cupertino / Bill Mitchell 17 of 28 173 Quote Exp Date 7/25/2018 5/26/2018 KD-2018-0427-CCUP Config. Tool Ver:PFI_2017-v.08.03 McClellan Ranch Preserve Customer PO #:N/A QTY MFG #PFI #DESCRIPTION PRICE XTENDED SWITCHES & EQUIPMENT 1 SHO-10523 500097 Voice Switch ST50A, 1U 1/2-W. MaxCap: 50 IP Ph, 4 An Ext, 8 SIP Trk, 4 An Trk. Reqs Connect $ 2,000.00 2,000.00$ VIRTUAL APPLIANCESPHONES & EQUIPMENT 3 SHO-10497 100030 IP Phone IP480G - 8 Line Gig - (Requires 14.X) $ 369.00 1,107.00$ LICENSES, SOFTWARE & APPLICATIONS 3 SHO-30147 300031 License Bundle, Essentials Onsite-Ext+MB, 8 Party Aud Conf, PCM, IM & Collab, Web & App Dialer. $ 199.00 597.00$ 1 SHO-30044 300002 Additional Site License $ 495.00 495.00$ SERVER & EQUIPMENTADDITIONAL ITEMS & COMPONENTS 1 MDF-S 830000 MDF Material (24 Port Patch Panel With Preminated Amphenal) $ 150.00 150.00$ 1 SHO-10223 810256 19" Relay Rack Shelf For ½ U Shoregear Units $ 115.00 115.00$ Equipment Subtotal 4,464.00$ YES California Installation site? Yes or No Installation / Training 281.25$ 1 Year Premium Partner Support - No Advanced Replacement of Phones 344.09$ Sub-Total 5,089.34$ Shoretel Equipment / PFI Discount (1,847.56)$ TOTAL INVESTMENT (Tax & S&H NOT Included)3,241.78$ * All Job Change Order's (JCO's) are billed in full (100%) upon delivery of equipment * The above quote does not include taxes and shipping charges. * Customer to supply servers for Shoreware Director and Distributed VM: Windows 2008, Windows 2012 (rls. 14) or VMWare. Unless included above.CA Tax Est.180.44$ * Customer to supply data network (LAN / WAN) that supports QOS and Power over Ethernet. Unless included elsewhere in this proposal.S&H Estimate 49.43$ TOTAL INVESTMENT (With Est. Tax + S&H Included)$3,471.66 Project Information Quote Date & No.: Location/Address: McClellan Ranch Preserve Project:ShoreTel/Mitel Connect Install Customer Name/Contact:City of Cupertino / Bill Mitchell 18 of 28 174 Quote Exp Date 7/25/2018 5/26/2018 KD-2018-0427-CCUP Config. Tool Ver:PFI_2017-v.08.03 Senior Center Customer PO #:N/A QTY MFG #PFI #DESCRIPTION PRICE XTENDED SWITCHES & EQUIPMENT 1 SHO-10523 500097 Voice Switch ST50A, 1U 1/2-W. MaxCap: 50 IP Ph, 4 An Ext, 8 SIP Trk, 4 An Trk. Reqs Connect $ 2,000.00 2,000.00$ VIRTUAL APPLIANCESPHONES & EQUIPMENT 2 SHO-10546 0 IP Phone IP420G - 2 Line Black - (Requires Connect Onsite) $ 219.00 438.00$ 19 SHO-10497 100030 IP Phone IP480G - 8 Line Gig - (Requires 14.X) $ 369.00 7,011.00$ LICENSES, SOFTWARE & APPLICATIONS 2 SHO-30145 300040 License, Courtesy Onsite - Ext. Only, No Vm, No Client, No Add-Ons $ 99.00 198.00$ 19 SHO-30147 300031 License Bundle, Essentials Onsite-Ext+MB, 8 Party Aud Conf, PCM, IM & Collab, Web & App Dialer. $ 199.00 3,781.00$ 1 SHO-30044 300002 Additional Site License $ 495.00 495.00$ SERVER & EQUIPMENTADDITIONAL ITEMS & COMPONENTS 1 MDF-S 830000 MDF Material (24 Port Patch Panel With Preminated Amphenal) $ 150.00 150.00$ 1 SHO-10223 810256 19" Relay Rack Shelf For ½ U Shoregear Units $ 115.00 115.00$ Equipment Subtotal 14,188.00$ YES California Installation site? Yes or No Installation / Training 1,968.75$ 1 Year Premium Partner Support - No Advanced Replacement of Phones 690.75$ Sub-Total 16,847.50$ Shoretel Equipment / PFI Discount (6,126.12)$ TOTAL INVESTMENT (Tax & S&H NOT Included)10,721.38$ * All Job Change Order's (JCO's) are billed in full (100%) upon delivery of equipment * The above quote does not include taxes and shipping charges. * Customer to supply servers for Shoreware Director and Distributed VM: Windows 2008, Windows 2012 (rls. 14) or VMWare. Unless included above.CA Tax Est.500.08$ * Customer to supply data network (LAN / WAN) that supports QOS and Power over Ethernet. Unless included elsewhere in this proposal.S&H Estimate 151.54$ TOTAL INVESTMENT (With Est. Tax + S&H Included)$11,372.99 Project Information Quote Date & No.: Location/Address: Senior Center Project:ShoreTel/Mitel Connect Install Customer Name/Contact:City of Cupertino / Bill Mitchell 19 of 28 175 Quote Exp Date 7/25/2018 5/26/2018 KD-2018-0427-CCUP Config. Tool Ver:PFI_2017-v.08.03 Service Center Customer PO #:N/A QTY MFG #PFI #DESCRIPTION PRICE XTENDED SWITCHES & EQUIPMENT 1 SHO-10523 500097 Voice Switch ST50A, 1U 1/2-W. MaxCap: 50 IP Ph, 4 An Ext, 8 SIP Trk, 4 An Trk. Reqs Connect $ 2,000.00 2,000.00$ VIRTUAL APPLIANCESPHONES & EQUIPMENT 2 SHO-10546 0 IP Phone IP420G - 2 Line Black - (Requires Connect Onsite) $ 219.00 438.00$ 28 SHO-10497 100030 IP Phone IP480G - 8 Line Gig - (Requires 14.X) $ 369.00 10,332.00$ LICENSES, SOFTWARE & APPLICATIONS 2 SHO-30145 300040 License, Courtesy Onsite - Ext. Only, No Vm, No Client, No Add-Ons $ 99.00 198.00$ 28 SHO-30147 300031 License Bundle, Essentials Onsite-Ext+MB, 8 Party Aud Conf, PCM, IM & Collab, Web & App Dialer. $ 199.00 5,572.00$ 1 SHO-30044 300002 Additional Site License $ 495.00 495.00$ SERVER & EQUIPMENTADDITIONAL ITEMS & COMPONENTS 1 MDF-S 830000 MDF Material (24 Port Patch Panel With Preminated Amphenal) $ 150.00 150.00$ 1 SHO-10223 810256 19" Relay Rack Shelf For ½ U Shoregear Units $ 115.00 115.00$ Equipment Subtotal 19,300.00$ YES California Installation site? Yes or No Installation / Training 2,812.50$ 1 Year Premium Partner Support - No Advanced Replacement of Phones 874.33$ Sub-Total 22,986.83$ Shoretel Equipment / PFI Discount (8,375.40)$ TOTAL INVESTMENT (Tax & S&H NOT Included)14,611.43$ * All Job Change Order's (JCO's) are billed in full (100%) upon delivery of equipment * The above quote does not include taxes and shipping charges. * Customer to supply servers for Shoreware Director and Distributed VM: Windows 2008, Windows 2012 (rls. 14) or VMWare. Unless included above.CA Tax Est.667.46$ * Customer to supply data network (LAN / WAN) that supports QOS and Power over Ethernet. Unless included elsewhere in this proposal.S&H Estimate 205.21$ TOTAL INVESTMENT (With Est. Tax + S&H Included)$15,484.10 Project Information Quote Date & No.: Location/Address: Service Center Project:ShoreTel/Mitel Connect Install Customer Name/Contact:City of Cupertino / Bill Mitchell 20 of 28 176 Quote Exp Date 7/25/2018 5/26/2018 KD-2018-0427-CCUP Config. Tool Ver:PFI_2017-v.08.03 Sports Center & Teen Center Customer PO #:N/A QTY MFG #PFI #DESCRIPTION PRICE XTENDED SWITCHES & EQUIPMENT 1 SHO-10523 500097 Voice Switch ST50A, 1U 1/2-W. MaxCap: 50 IP Ph, 4 An Ext, 8 SIP Trk, 4 An Trk. Reqs Connect $ 2,000.00 2,000.00$ VIRTUAL APPLIANCESPHONES & EQUIPMENT 10 SHO-10497 100030 IP Phone IP480G - 8 Line Gig - (Requires 14.X) $ 369.00 3,690.00$ LICENSES, SOFTWARE & APPLICATIONS 10 SHO-30147 300031 License Bundle, Essentials Onsite-Ext+MB, 8 Party Aud Conf, PCM, IM & Collab, Web & App Dialer. $ 199.00 1,990.00$ 1 SHO-30044 300002 Additional Site License $ 495.00 495.00$ SERVER & EQUIPMENTADDITIONAL ITEMS & COMPONENTS 1 MDF-S 830000 MDF Material (24 Port Patch Panel With Preminated Amphenal) $ 150.00 150.00$ 1 SHO-10223 810256 19" Relay Rack Shelf For ½ U Shoregear Units $ 115.00 115.00$ Equipment Subtotal 8,440.00$ YES California Installation site? Yes or No Installation / Training 937.50$ 1 Year Premium Partner Support - No Advanced Replacement of Phones 486.88$ Sub-Total 9,864.38$ Shoretel Equipment / PFI Discount (3,597.00)$ TOTAL INVESTMENT (Tax & S&H NOT Included)6,267.38$ * All Job Change Order's (JCO's) are billed in full (100%) upon delivery of equipment * The above quote does not include taxes and shipping charges. * Customer to supply servers for Shoreware Director and Distributed VM: Windows 2008, Windows 2012 (rls. 14) or VMWare. Unless included above.CA Tax Est.310.63$ * Customer to supply data network (LAN / WAN) that supports QOS and Power over Ethernet. Unless included elsewhere in this proposal.S&H Estimate 91.18$ TOTAL INVESTMENT (With Est. Tax + S&H Included)$6,669.19 Project Information Quote Date & No.: Location/Address: Sports Center & Teen Center Project:ShoreTel/Mitel Connect Install Customer Name/Contact:City of Cupertino / Bill Mitchell 21 of 28 177 Quote Exp Date 7/25/2018 5/26/2018 KD-2018-0427-CCUP Config. Tool Ver:PFI_2017-v.08.03 Unknown- Golf Course Customer PO #:N/A QTY MFG #PFI #DESCRIPTION PRICE XTENDED SWITCHES & EQUIPMENTVIRTUAL APPLIANCESPHONES & EQUIPMENT 1 SHO-10497 100030 IP Phone IP480G - 8 Line Gig - (Requires 14.X) $ 369.00 369.00$ LICENSES, SOFTWARE & APPLICATIONS 1 SHO-30148 300032 License Bundle, Standard Onsite-Ext+MB, 8 Pty AC, PCM, IM/Coll, Web/App Dlr, Mob Clt, Rem Ph, SFDC CRM $ 299.00 299.00$ SERVER & EQUIPMENTADDITIONAL ITEMS & COMPONENTS Equipment Subtotal 668.00$ YES California Installation site? Yes or No Installation / Training 93.75$ 1 Year Premium Partner Support - No Advanced Replacement of Phones 30.65$ Sub-Total 792.40$ Shoretel Equipment / PFI Discount (293.92)$ TOTAL INVESTMENT (Tax & S&H NOT Included)498.48$ * All Job Change Order's (JCO's) are billed in full (100%) upon delivery of equipment * The above quote does not include taxes and shipping charges. * Customer to supply servers for Shoreware Director and Distributed VM: Windows 2008, Windows 2012 (rls. 14) or VMWare. Unless included above.CA Tax Est.18.60$ * Customer to supply data network (LAN / WAN) that supports QOS and Power over Ethernet. Unless included elsewhere in this proposal.S&H Estimate 7.01$ TOTAL INVESTMENT (With Est. Tax + S&H Included)$524.09 Project Information Quote Date & No.: Location/Address: Unknown- Golf Course Project:ShoreTel/Mitel Connect Install Customer Name/Contact:City of Cupertino / Bill Mitchell 22 of 28 178 Quote Exp Date 7/25/2018 5/26/2018 KD-2018-0427-CCUP Config. Tool Ver:PFI_2017-v.08.03 MOBILITY ROUTER QTY MFG #PFI #DESCRIPTION PRICE XTENDED MOBILITY ROUTER 0 SHO-80120 600032 Shoretel Mobility Router RA2000 Appliance & Server Software. Supports 10 To 100 Users & Is Available W/ Secure Remote Voice. Redundancy Not Available. $ 4,995.00 -$ 0 SHO-80121 810224 Shoretel Mobility Router RA4000 Appliance & Server Software. Supports 10 To 1,000 Users & Is Available With Secure Remote Voice + High-Availability Options. Redundancy Available W/Purchase of 2nd Appliance. $ 6,995.00 -$ 0 SHO-80122 810225 Shoretel Mobility Router RA6000 Supports 10 To 5,000 Users Appliance & Server Software. Is Available With Secure Remote Voice, High-Availability, Hardware Encryption/Decryption, + Hardware VOIP Acceleration Options. Redundancy $ 14,995.00 -$ 0 SHO-30141 300115 Shoretel Mobility Virtualized Router License & 10 Access Licenses $ 1,995.00 -$ 0 SHO-30157 200012 Connect Onsite Virtual Mobility Router & Software $ 1,995.00 -$ 0 N+1 -VSwitch -N+1 Virtual Switch $ - -$ 0 -- $ - -$ 0 -- $ - -$ CLIENT ACCESS CLIENT (CAL) 0 SHO-30148 300032 License Bundle, Standard Onsite-Ext+MB, 8 Pty AC, PCM, IM/Coll, Web/App Dlr, Mob Clt, Rem Ph, SFDC CRM $ 299.00 -$ 0 SHO-30149 300102 License Bundle, Advanced Onsite-Ext+MB, 8 Pty AC, PCM, IM/Coll, Web/App Dlr, Mob Clt, Rem Ph, SFDC CRM $ 499.00 -$ 0 SHO-30105 300073 Shoretel Roamanywhere Client Access License, 1 Use $ 150.00 -$ 0 -- $ - -$ DEVICE USAGE LICENSE 0 RA-MOD-IPHONE 300093 Usage License For 1 IPhone Or IPod Touch $ - -$ 0 RA-MOD-WINMO 300094 Usage License For One Windows Mobile Device $ - -$ 0 -- $ - -$ SHORETEL LICENSES 0 SHO-30040 300056 Mailbox-Only License $ 90.00 -$ 0 SHO-30043 300082 SIP Trunk Software License-Mobile Call Signaling To Shoretel Router & Smartphone Initiated Conf Calls $ 50.00 -$ 0 -- $ - -$ 0 -- $ - -$ 0 -- $ - -$ VIRTUAL APPLIANCES 0 SHO-30134 300050 Virtual Phone Capacity License. Qty 1. Each Phone Also Requires An Extension License. $ 45.00 -$ 0 SHO-30135 300036 Virtual Phone Capacity License. Qty 50. Each Phone Also Requires An Extension License. $ 1,750.00 -$ 0 SHO-30136 300035 Virtual Phone Capacity License. Qty 200. Each Phone Also Requires An Extension License. $ 5,000.00 -$ 0 SHO-30137 300051 Virtual SIP Trunk License. Enable 1 SIP Trunk On A Shoretel Virtual SIP Trunk Switch. $ 95.00 -$ 0 SHO-30138 300037 Virtual SIP Trunk License. Enables 25 SIP Trunks On A Shoretel Virtual SIP Trunk Switch. $ 2,125.00 -$ 0 SHO-30139 300038 Virtual SIP Trunk License. Enables 50 SIP Trunks On A Shoretel Virtual SIP Trunk Switch. $ 3,750.00 -$ 0 SHO-30140 300048 Upgrade-SIP Trunk Lic (30043) To Virtual SIP Trunk Lic. Enables 1 SIP Trunk On Virtual SIP Trunk Switch $ 45.00 -$ 0 -- $ - -$ 0 -- $ - -$ SHORETEL GATEWAYS 0 SHO-10523 500097 Voice Switch ST50A, 1U 1/2-W. MaxCap: 50 IP Ph, 4 An Ext, 8 SIP Trk, 4 An Trk. Reqs Connect $ 2,000.00 -$ 0 SHO-10524 500095 Voice Switch ST100A, 1U 1/2-W. MaxCap: 100 IP Ph, 6 An Ext, 14 SIP Trk, 8 An Trk. Reqs Connect $ 3,200.00 -$ 0 SHO-10525 500104 Voice Switch ST100DA, 1U 1/2-W. MaxCap:100IP Ph,6AnExt,38SIPTrk,2AnTrk,1DigTrk(T1/E1). Reqs Connect $ 6,100.00 -$ 0 SHO-10526 500096 Voice Switch ST1D, 1U 1/2-W. MaxCap: 30 SIP Trk, 1 Dig Trk (T1 Or E1) . Reqs Connect $ 3,000.00 -$ 0 SHO-10529 500103 Voice Switch ST2D, 1U 1/2-W. MaxCap: 60 SIP Trk, 2 Dig Trks (T1 Or E1). Reqs Connect $ 5,400.00 -$ 0 SHO-10527 500110 Voice Switch ST200, 1U 1/2-W. MaxCap: 200 IP Phones . Reqs Connect $ 4,500.00 -$ 0 SHO-10528 500111 Voice Switch ST500, 1U 1/2-W. MaxCap: 500 IP Phones . Reqs Connect $ 10,000.00 -$ 0 SHO-10531 500100 Voice Switch ST24A, 1U Full-W. MaxCap: 24 An Ext No IP Ph/Trk Supp. Reqs Connect $ 3,000.00 -$ 0 SHO-10530 500102 Voice Switch ST48A, 1U Full-W. MaxCap: 48 An Ext No IP Ph/Trk Supp. Voltage MWI Supp. Reqs Connect $ 5,400.00 -$ 0 -- $ - -$ 0 -- $ - -$ 0 -- $ - -$ 0 -- $ - -$ SHORETEL DOCKING STATION 0 SHO-10492 810221 Shoretel Docking Station IP Phone 5/6 . Lightening Adapter. Req's St Mob $ 349.00 -$ 0 SHO-60164 0 Bracket For Use of IPad Air® With The Shoretel Dock (Apple Lightning). $ 20.00 -$ 0 -- $ - -$ ADDITIONAL ITEMS & COMPONENTS 0 MDF-L 830001 MDF Material (24 Port Patch Panel, IP Power Strip, 16 GB USB, Serial Cable) $ 450.00 -$ 0 MDF-S 830000 MDF Material (24 Port Patch Panel With Preminated Amphenal) $ 150.00 -$ 0 SHO-10521 500112 Shoretel ST Voice Switch Wall Mount Bracket Kit . Includes 1/2-W ST V Switch Bracket+Hardware $ 75.00 -$ 0 SHO-10223 810256 19" Relay Rack Shelf For ½ U Shoregear Units $ 115.00 -$ 0 SHO-10533 810261 Wall Mounting Plate For IP400 Series Phones $ 35.00 -$ 0 SHO-10428 0 Wall Mounting Kit For Shoretel IP655 $ 35.00 -$ 0 SHO-60165 810195 Paging Adapter PA-1 $ 45.00 -$ 0 -- $ - -$ 0 -- $ - -$ 0 -- $ - -$ 0 -- $ - -$ 0 -- $ - -$ 0 -- $ - -$ Equipment Subtotal -$ YES California Installation site? Yes or No Installation / Training 1,312.50$ 1 Year Premium Partner Support - No Advanced Replacement of Phones -$ Sub-Total 1,312.50$ ADD-ON FEATURE: WIRELESS SITE SURVERY 0 PFI-WS 700011 $2,500.00 Per 100,000 Square Feet of Coverage Which Is A One Day Engagment. A Comprensive Report Will Be Delivered With All Findings. To Fix These Finds, The Cost Is $225.00 Per Hour. $ 2,500.00 -$ Shoretel Equipment / PFI Discount -$ TOTAL INVESTMENT (Tax & S&H NOT Included)1,312.50$ * The above application requres a WiFi network optimized for VoIP, which is not included in the above pricing. Customer to supply WiFi network, unless expressly outlined or committed to else where in this agreement. * The above quote does not include taxes and shipping charges. * All Job Change Order's (JCO's) are billed in full (100%) upon delivery of equipment * Customer to supply servers for Shoreware Director and Distributed VM: Windows 2008, Windows 2012 (rls. 14) or VMWare. Unless included above.CA Tax Est.-$ * Customer to supply data network (LAN / WAN) that supports QOS and Power over Ethernet. Unless included elsewhere in this proposal.S&H Estimate -$ Project Information Quote Date & No.: Project:ShoreTel/Mitel Connect Install Customer Name/Contact:City of Cupertino / Bill Mitchell Location/Address: MOBILITY ROUTER ShoreTel Mobility: Empowering the mobile workforce to communicate efficiently and cost-effectively. ShoreTel Mobility extends the full power of a desk phone and Unified Communications (UC)capabilities to a mobile and sets the user free to communicate from any location (office, home, hotspots) by enabling access to any network (cellular or Wi-Fi), simply and cost effectively. Businesses of all sizes are deploying ShoreTel Mobility to address the key challenges associated with mobile phone use: soaring international roaming costs, poor in- building coverage, and integration into corporate PBX and Unified Communications systems. Not only is ShoreTel Mobility an inherent component of the ShoreTel Unified Communications system, but it also easily integrates with other PBX systems, including those from Cisco, Avaya, Alcatel, Siemens, and UC systems such as Microsoft OCS. 23 of 28 179 Quote Exp Date 7/25/2018 5/26/2018 KD-2018-0427-CCUP Config. Tool Ver:PFI_2017-v.08.03 REMOTE GATEWAY QTY MFG #PFI #DESCRIPTION PRICE XTENDED REMOTE GATEWAY VIRTUAL 1 SHO-30144 300049 Virtual Edge Gateway Server License . Enables Reverse Proxies (No Voice Or Video) For Remote Desktop Clients . Soft Phone & 400 Series Desk Phones Require A Remote Phone License, Included In Standard & Advanced Bundles & Sold Standalone (Sku 30143) . $ - -$ 0 SHO-30143 300101 Edge Gateway Remote Phone License . Enables A User To Remotely Use A 400 Series Phone, Softphone, Or Shoretel Conferencing For The Web Client. Only Required If The Not Included In The Bundled License Package. $ 150.00 -$ 0 SHO-30148 300032 License Bundle, Standard Onsite-Ext+MB, 8 Pty AC, PCM, IM/Coll, Web/App Dlr, Mob Clt, Rem Ph, SFDC CRM $ 299.00 -$ 0 SHO-30149 300102 License Bundle, Advanced Onsite-Ext+MB, 8 Pty AC, PCM, IM/Coll, Web/App Dlr, Mob Clt, Rem Ph, SFDC CRM $ 499.00 -$ 0 -- $ - -$ 0 -- $ - -$ 0 -- $ - -$ PHONES 0 SHO-10495 100027 IP Phone IP420 - 2 Line Black - (Requires 14.X) $ 189.00 -$ 0 SHO-10546 0 IP Phone IP420G - 2 Line Black - (Requires Connect Onsite) $ 219.00 -$ 0 SHO-10496 100029 IP Phone IP480 - 8 Line Black - (Requires 14.X) $ 299.00 -$ 0 SHO-10497 100030 IP Phone IP480G - 8 Line Gig - (Requires 14.X) $ 369.00 -$ 0 SHO-10498 100031 IP Phone IP485G - 8 Line Gig Color Lcd - (Requires 14.X) $ 429.00 -$ 0 SHO-10429 100042 IP Phone IP655 W/Large Backlit Touch Color Display (Requires 11.1 +) $ 749.00 -$ 0 -- $ - -$ 0 -- $ - -$ SERVER & EQUIPMENT 0 R430-S-SW 600008 Poweredge R430 - Single Intel Xeon / Single TB HD / Single PS - MS Windows Server $ 5,450.00 -$ 0 R430-D-SW 600008 Poweredge R430 - Dual Intel Xeon / Dual TB HD / Dual PS - MS Windows Server $ 6,250.00 -$ 0 R430-S-NO 600008 Poweredge R430 - Single Intel Xeon / Single TB HD / Single PS - No Operating System $ 4,750.00 -$ 0 R430-D-NO 600008 Poweredge R430 - Dual Intel Xeon / Dual TB HD / Dual PS - No Operating System $ 5,250.00 -$ 0 A9260848 600045 Microsoft Windows Server 2012 Standard Edition $ 1,150.00 -$ 0 A8318129 200056 VLA VMware Vsphere 6 Essentials Kit For 3 Hosts Max, 2 Processors/Host $ 950.00 -$ 0 A9172396 910124 Vsphere 6 Essentials Kit Subscription 1 Year $ 115.00 -$ 0 -- $ - -$ 0 -- $ - -$ 0 -- $ - -$ ADDITIONAL ITEMS & COMPONENTS 0 MDF-L 830001 MDF Material (24 Port Patch Panel, IP Power Strip, 16 GB USB, Serial Cable) $ 450.00 -$ 0 MDF-S 830000 MDF Material (24 Port Patch Panel With Preminated Amphenal) $ 150.00 -$ 0 SHO-10533 810261 Wall Mounting Plate For IP400 Series Phones $ 35.00 -$ 0 SHO-10428 0 Wall Mounting Kit For Shoretel IP655 $ 35.00 -$ 0 SHO-60165 810195 Paging Adapter PA-1 $ 45.00 -$ 0 -- $ - -$ 0 -- $ - -$ 0 -- $ - -$ ShoreTel Equipment Subtotal -$ YES California Installation site? Yes or No Installation / Training 937.50$ 1 Year Premium Partner Support - No Advanced Replacement of Phones -$ Sub-Total 937.50$ Shoretel Equipment / PFI Discount -$ TOTAL INVESTMENT (Tax & S&H NOT Included)937.50$ * Price does not include installation of remote phone. This is billed on a Time and Materials basis. * All Job Change Order's (JCO's) are billed in full (100%) upon delivery of equipment * The above quote does not include taxes and shipping charges. * Customer to supply servers for Shoreware Director and Distributed VM: Windows 2008, Windows 2012 (rls. 14) or VMWare. Unless included above.CA Tax Est.-$ * Customer to supply data network (LAN / WAN) that supports QOS and Power over Ethernet. Unless included elsewhere in this proposal.S&H Estimate -$ Project Information Quote Date & No.: Project:ShoreTel/Mitel Connect Install REMOTE GATEWAY Customer Name/Contact:City of Cupertino / Bill Mitchell Location/Address: The ShoreTel Connect Edge Gateway is a remote access solution offered to ShoreTel ONSITEcustomers. It enables users to connect securely to their ShoreTel solution by using the following endpoints: • IP 400 series phone (all models) • Connect Windows and MAC client • Connect Contact Center • Web collaboration client By using the RAST protocol (UDP-based) and offering control over an expanded codecs list, the Edge Gateway solution delivers better voice quality for remote phone calls when experiencing less than ideal internet conditions. This appliance also provides end-to-end encryption for all traffic and does not require installation of a VPN client on any endpoint. 24 of 28 180 Quote Exp Date 7/25/2018 5/26/2018 KD-2018-0427-CCUP Config. Tool Ver:PFI_2017-v.08.03 CONFERENCE BRIDGE QTY MFG #PFI #DESCRIPTION PRICE XTENDED CONFERENCE BRIDGE 1 VIRT-SA AP -Virtual SA Appliance. 50/200 Audio. 50/200 Web. 2,000 Simultaneous IM $ - -$ CONFERENCE BRIDGE LICENSES 0 SHO-30091 300034 License, Audio Conferencing, 10 Ports $ 1,750.00 -$ 0 SHO-30093 300052 License, Web Conferencing, 10 Ports $ 1,750.00 -$ CONFERENCE PHONES & LICENSES SERVER & EQUIPMENT ADDITIONAL ITEMS & COMPONENTS ShoreTel Equipment Subtotal -$ YES California Installation site? Yes or No Installation / Training 625.00$ 1 Year Premium Partner Support - No Advanced Replacement of Phones -$ Sub-Total 625.00$ Shoretel Equipment / PFI Discount -$ TOTAL INVESTMENT (Tax & S&H NOT Included)625.00$ * All Job Change Order's (JCO's) are billed in full (100%) upon delivery of equipment * The above quote does not include taxes and shipping charges. * Customer to supply servers for Shoreware Director and Distributed VM: Windows 2008, Windows 2012 (rls. 14) or VMWare. Unless included above.CA Tax Est.-$ * Customer to supply data network (LAN / WAN) that supports QOS and Power over Ethernet. Unless included elsewhere in this proposal.S&H Estimate -$ Project Information Quote Date & No.: Project:ShoreTel/Mitel Connect Install Customer Name/Contact:City of Cupertino / Bill Mitchell Location/Address: CONFERENCE BRIDGE When employees can communicate and collaborate easily across an organization —whether sharing information in a presentation, working on a document together or instant messaging (IM) each other—productivity and business performance improve. By combining voice and data over the enterprise phone system, ShoreTel Conferencing provides rich conferencing and collaboration features, cost-effectively. Conferencing and instant messaging services are fully managed through ShoreTel Director. Conferences are managed through an intuitive Microsoft Outlook add-on and via a conferencing Web portal. The SA-100 /SA-400 is a sealed appliance, optimized for resiliency and security, designed to run ShoreTel services such as integrated Audio Conferencing, Web Conferencing, and Instant Messaging. The SA-100 / SA-400 can be deployed anywhere, including into a corporate DMZ. The appliance has been tested with well-known security tools for potential application and network vulnerabilities. The SA 100 can scale to 50 simultaneos audio conferneces, 30 simultaneous web conferences and 500 Simultaneous IM users. Upto (5) SA 100 or SA400 may be combined in a single stack to offer a single managment view. No single audio conference can exceed 50 simultaneous audio or 30 simultaneous web conferences or 500 simultaneous IM Sessions. The SA 400 can scale to 200 simultaneos audio conferneces, 100 simultaneous web conferences and 2,000 Simultaneous IM users. Upto (5) SA 100 or SA400 may be combined in a single stack to offer a single managment view. No single audio conference can exceed 200 simultaneous audio or 100 simultaneous web conferences or 2,000 simultaneous IM sessions. VIRTUAL The Virtual Appliance can scale to 200 simultaneous audio sessions, 200 simultaneous web sessions and 2,000 simultaneous IM sessions. FEATURES -Instant Messaging (XMPP)*-Audio Conferencing (HD aduio) -Managed by ShoreWare Director-Web Conferencing -Telephone Interface -Application Sharing -Document Sharing -Multiple Language Support -Secure-Built in Reporting *IM is incldued no charge with the base Communicator client in release 13.1 or greater . **SA100 requires 12.1 or higher. SA 400 requires 12.3 or higher. ***The Virtual Appliance requires 14.2 or greater. 25 of 28 181 Quote Exp Date 7/25/2018 5/26/2018 KD-2018-0427-CCUP Config. Tool Ver:PFI_2017-v.08.03 OPTIONAL - SIPARATOR (SESSION BOARDER CONTROLLER - SBC) QTY MFG #PFI #DESCRIPTION PRICE XTENDED INGATE SIPARATOR GATEWAY - PHYSICAL INGATE 20 (400 MAX SESSIONS) INGATE 52 (2,000 MAX SESSIONS) SIPARATOR GATEWAY - VIRTUAL 1 IGV-00SW-00 200063 Ingate Software SIParator/ Firewall $ 1,100.00 1,100.00$ 1 IGV-00SW-00-FO 200063 Ingate Software SIParator/ Firewall $ 1,100.00 1,100.00$ INGATE SIPARATOR LICENSES SIPERATOR 20 / 52 75 IGSN-CCS-MEAN 300012 CCS, Concurrent Calls SIP Trunk Session Licenses (Per Trunk Group) (5 Incl In Base Sys For SIP 21 & 50 Incl In Base Sys For SIP 52).Order Id Groups of 5. Indvidual Lic's N/A $ 46.00 3,450.00$ 75 IGSN-CCS-FO 300013 CCS, Concurrent Calls SIP Trunk Session Licenses Failover $ - -$ SHORETEL EQUIPMENT AND LICENSES (TO SUPPORT SIP TRUNKS) SHORETEL LICENSES 3 SHO-30139 300038 Virtual SIP Trunk License. Enables 50 SIP Trunks On A Shoretel Virtual SIP Trunk Switch. $ 3,750.00 11,250.00$ SHORETEL SWITCHES ADDITIONAL ITEMS & COMPONENTS Equipment Subtotal 16,900.00$ YES California Installation site? Yes or No Installation / Training 2,906.25$ 24 / 7 / 365 - Support w/SW Subscription 847.50$ 1 Year Premium Partner Support - No Advanced Replacement of Phones 1,153.13$ Sub-Total 21,806.88$ PFI / ShoreTel / Ingate - Discount (5,515.00)$ TOTAL INVESTMENT (Tax & S&H NOT Included)16,291.88$ * All Job Change Order's (JCO's) are billed in full (100%) upon delivery of equipment * The above quote does not include taxes and shipping charges. * Customer to supply servers for Shoreware Director and Distributed VM: Windows 2008, Windows 2012 (rls. 14) or VMWare. Unless included above.CA Tax Est.-$ * Customer to supply data network (LAN / WAN) that supports QOS and Power over Ethernet. Unless included elsewhere in this proposal.S&H Estimate 217.00$ TOTAL INVESTMENT (With Est. Tax + S&H Included)$16,508.88 Location/Address: OPTIONAL - SIPARATOR (SESSION BOARDER CONTROLLER - SBC) Project Information Quote Date & No.: Project:ShoreTel/Mitel Connect Install Customer Name/Contact:City of Cupertino / Bill Mitchell Ingate SIParator 21 The smallest of the Ingate SIParators, the Ingate SIParator® 21 is designed for local and small offices. The Ingate SIParator® 21 is an add-on to existing firewalls that seamlessly enables the transmission of realtime communications without affecting firewall security. The SIParator® 21 handles the SIP signaling and media streams, routing them to and from the private IP addresses of authorized users on the LAN. As needs increase, the SIParator® is easily scalable for additional users; with the purchase of software license upgrades, the Ingate SIParator® 21 can support up to 400 (rls. 5.06+) simultaneous sessions in a VoIP application. As with all Ingate SIParators and Firewalls, the SIParator® 21 has everything necessary for SIP traversal, including a SIP registrar and a SIP proxy, support for NAT and PAT and support for TLS and SRTP for encrypted signaling and media. Ingate SIParator 52 Designed for small to midsized offices, The Ingate SIParator® 52 is an add-on to existing firewalls that seamlessly enables the transmission of realtime communications without affecting firewall security. The SIParator® handles the SIP signaling and media streams, routing them to and from the private IP addresses of authorized users on the LAN. The SIParator 52 can handle up to 2,000 concurrent RTP sessions. The SIParator® 52,has everything necessary for SIP traversal, including a SIP registrar and a SIP proxy, support for NAT and PAT and support for TLS and SRTP for encrypted signaling and media. *To get free licenses on the redundant / fail over unit, it must be ordered within 3 months of base unit purchase. 26 of 28 182 Quote Number:KD-2018-0427-CCUP Quote Date:5/26/2018 John Ghyselinck, Pre-Sales Engineer jghyselinck@packetfusion.com Project:Maintenance / Support Kevin Doohan, Senior Account Executive kdoohan@packetfusion.com Customer Name:City of Cupertino Matthew Pingatore, CEO knelson@packetfusion.com Customer Contact:Bill Mitchell Daniel Bustamante, Order Processing dbustamante@packetfusion.com Location:All PAID UPFRONT OPTION: Year 1:Included Year 2: $ 10,177.08 $ 17,555.29 $ 33,711.14 Premium Maintenance Agreement additionally includes: * Response Time for Minor Malfunction: 2 hours by Telephone and 24 hours on site for California locations. * Packet Fusion Personalized Web Portal for on-line account control, tracking and equipment inventory info. * All ShoreTel Software updates are included: Patches / Fixes / Updates / New Releases - (hardware and OS labor not included). * Non ShoreTel Products may require costs for upgrades. Normal Business Hour Labor Rates T & M: $175.00 per hour Support Customers: $125.00 per hour for on site California Customer and all remote work worldwide. $175.00 per hour for all on site work for customers outside of California. **Requirements for all Services: • Minimum billed labor hours of 0.5 for remote service & 1 hour for on-site services plus 1 hour of travel • After hour service rates will be based on 1.5x normal labor rates • Travel Charges may be applied to locations 25 miles outside of PFI office areas • All Materials will be charged separately • VPN access is required for remote support Packet Fusion Team MAINTENANCE / SUPPORT / SUBSCRIPTION SERVICES * Response Time for Major Malfunction: 1 hour by Telephone and 4 hours on-site for California locations. If included in agreement and paid upfront with original purchase. 10% Discount If included in agreement and paid upfront with original purchase. 15% Discount Years 2 and 3 (3 years total) Years 2, 3, 4 and 5 (5 years total) Maintenance costs quoted above represent 4 hour response time, and full coverage for all equipment; our “Premium” best package available. Traffic Studies, Scheduled Customer Care, Software Upgrades, System Audits (power & grounding), After-hour services, & MAC (Moves, Adds, & Changes) Description * PPM - Primary Period of Maintenance: 24 x 7 x 365 * Full Advanced Replacement Warranty on all equipment - phones not covered. * Proactive Remote System Monitoring with Maintenance and Diagnostics * Access to ShoreTel.com website for Knowledge Base / Whitepaper / FAQ's / Downloads * Next Business Day Parts replacements for sites outside California but within US. * This SLA does not cover international locations. In addition to these services, the purchase of these contracts will entitle you to preferred rates on labor outside the scope of the contract including: 27 of 28 183 Sub-Total Investment:152,369.23$ (excluding optional items) Support Years 2 - 5 33,711.14$ Estimated Sales Tax:6,122.32$ Estimated S&H:2,090.75$ Total Investment:194,293.44$ Notes: • The information contained in this quotation is proprietary to Packet Fusion, Inc. and customer named above. • Quote Expires 7/25/2018 Payment Terms: Cash: Lease: City of Cupertino Purchase Order #: (Hard copy required) Date: Project Name: ShoreTel/Mitel Connect Install Packet Fusion, Inc. Initial invoice is 30% of equipment plus applicable taxes to be invoiced with payment due upon contract execution, 2nd invoice for the balance of the equipment, first year of support, applicable taxes and shipping to be delivered and paid upon delivery of all equipment, 3rd and final invoice for support years 2-5 and installation and training to be delivered and paid upon project completion. 50% payment due upon contract signing. This payment will be refunded in full to the customer upon complete funding from the customer’s chosen leasing company. This down payment is waived if the customer leases the equipment through Great Americal Financial Services and chooses the pre-funding option. Invoicing terms will be the same as Cash Option. The stated specifications, pricing and conditions are satisfactory and are hereby accepted as stated. Packet Fusion, Inc. is authorized to perform the work as specified. Title: Signature: Printed Name: Date: Signature: Printed Name: Title: PACKET FUSION/SHORETEL PRICING & ACCEPTANCE *All Job Changer Orders Are Billed in full, (@ 100%), Upon Delivery of Equipment REMIT PAYMENTS TO: Packet Fusion, Inc. PO Box 398055 San Francisco, CA 94139-8055 28 of 28 x W. Todd Peterson President 06/11/2018 184 Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 1 Form Updated Feb. 2018 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts 185 Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2 Form Updated Feb. 2018 Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. 186 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 6/7/2018 Edgewood Partners Insurance Center License No. 0B29370 P.O. Box 13847 Sacramento CA 95853 Monina Lucas 916-576-1512 916-583-7613 monina.lucas@epicbrokers.com Travelers Prop Casualty Co of America 25674 PACKFUSI Travelers Property Casualty Ins. Co.36161Packet Fusion Inc 4637 Chabot Dr. Ste 350 Pleasanton CA 94588 509144394 A X 1,000,000 X 300,000 10,000 1,000,000 2,000,000 ZLP71M52139 3/7/2018 3/7/2019 2,000,000 A 1,000,000 X BA7G698080 3/7/2018 3/7/2019 A X 5,000,000 X ZUP71M52152 3/7/2018 3/7/2019 5,000,000 X 0 A XUB9K6235853/7/2018 3/7/2019 1,000,000 1,000,000 1,000,000 B Errors & Omissions Claims-Made Retro Date: 2/7/07 ZPL91M53691 3/7/2018 3/7/2019 Each Wrongful Act Aggregate Limit Deductible $2,000,000 $2,000,000 $5,000 Re: All Contracts/Written Agreements between the Certificate Holder and the Insured. Additional Insured: The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers. When required by written contract, additional insured status with primary coverage applies to General Liability and Automobile Liability and waiver of subrogation applies to General Liability, Automobile Liability and Workers' Compensation, all per the attached Specific endorsements. The City of Cupertino 10300 Torre Ave. Cupertino, CA 95014 THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE 187 Policy No.: ZLP71M52139 188 189 190 191 192 193 194 195 196 197 198 Do not add this form to a policy. It is for informational purposes only.COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF USE – INCREASED LIMIT A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED I. PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS – INCREASED LIMITS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSSF. HIRED AUTO – LIMITED WORLDWIDE COV- ERAGE – INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE – GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. The following is added to Paragraph A.1.,Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: C. EMPLOYEE HIRED AUTOAny organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. 1.The following is added to Paragraph A.1., Who Is An Insured, of SECTION II – COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness.B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: 2.The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV – BUSI- NESS AUTO CONDITIONS: b.For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which (1)Any covered "auto" you lease, hire, rent or borrow; and (2)Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your CA T3 53 02 15 ú 2015 The Travelers Indemnity Company. All rights reserved.Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 199 Do not add this form to a policy. It is for informational purposes only.COMMERCIAL AUTO permission, while performing duties related to the conduct of your busi- ness. (a)With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada:However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto".(i)You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. D. EMPLOYEES AS INSURED The following is added to Paragraph A.1.,Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: (ii)Neither you nor any other involved "insured" will make any settlement without our consent. Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. (iii)We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". E. SUPPLEMENTARY PAYMENTS – INCREASED LIMITS 1.The following replaces Paragraph A.2.a.(2), of SECTION II – COVERED AUTOS LIABIL- ITY COVERAGE:(iv)We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limits Of Insurance, of SECTION II – COVERED AUTOS LIABILITY COVERAGE. (2)Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2.The following replaces Paragraph A.2.a.(4), of SECTION II – COVERED AUTOS LIABIL- ITY COVERAGE: (v)We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limits Of Insurance, of SECTION II – COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. (4)All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO – LIMITED WORLDWIDE COV- ERAGE – INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7.,Policy Period, Coverage Territory, of SECTION IV – BUSINESS AUTO CONDI- TIONS: (5)Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. (b)This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess, contingent or on any other basis. (c)This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. Page 2 of 4 ú 2015 The Travelers Indemnity Company. All rights reserved.CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 200 Do not add this form to a policy. It is for informational purposes only.COMMERCIAL AUTO (2)In or on your covered "auto".You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3.,Exclu- sions, of SECTION III – PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: (d)It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. a.If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b.The airbags are not covered under any war- ranty; andG. WAIVER OF DEDUCTIBLE – GLASS c.The airbags were not intentionally inflated.The following is added to Paragraph D.,Deducti- ble, of SECTION III – PHYSICAL DAMAGE COVERAGE: We will pay up to a maximum of $1,000 for any one "loss". No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV – BUSINESS AUTO CONDITIONS:H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF USE – INCREASED LIMIT Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: The following replaces the last sentence of Para- graph A.4.b.,Loss Of Use Expenses, of SEC- TION III – PHYSICAL DAMAGE COVERAGE: (a)You (if you are an individual);However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". (b)A partner (if you are a partnership); (c)A member (if you are a limited liability com- pany);I. PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT (d)An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or The following replaces the first sentence in Para- graph A.4.a.,Transportation Expenses, of SECTION III – PHYSICAL DAMAGE COVER- AGE: (e)Any "employee" authorized by you to give no- tice of the "accident" or "loss". We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5.,Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV – BUSINESS AUTO CONDI- TIONS:J. PERSONAL PROPERTY 5. Transfer Of Rights Of Recovery Against Others To Us The following is added to Paragraph A.4.,Cover- age Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE:We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by Personal Property We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1)Owned by an "insured"; and CA T3 53 02 15 ú 2015 The Travelers Indemnity Company. All rights reserved.Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 201 Do not add this form to a policy. It is for informational purposes only.COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non-renewal. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2.,Con- cealment, Misrepresentation, Or Fraud, of SECTION IV – BUSINESS AUTO CONDITIONS: Page 4 of 4 ú 2015 The Travelers Indemnity Company. All rights reserved.CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 202 Do not add this form to a policy. It is for informational purposes only.COMMERCIAL AUTO 4.Loss Payment Physical Damage Cover-son or organization holding,storing or trans- ages porting property for a fee regardless of any other provision of this Coverage Form.At our option,we may: 5.Other Insurancea.Pay for,repair or replace damaged or sto- a.For any covered "auto"you own,thislenproperty; Coverage Form provides primary insur-b.Return the stolen property,at our ex- ance.For any covered "auto"you don'tpense.We will pay for any damage that own,the insurance provided by this Cov-results to the "auto"from the theft;or erage Form is excess over any other col-c.Take all or any part of the damaged or lectible insurance.However,while a cov- stolen property at an agreed or appraised ered "auto"which is a "trailer"is con- value.nected to another vehicle,the Covered Autos Liability Coverage this CoverageIfwepayforthe"loss",our payment will in- Form provides for the "trailer"is:clude the applicable sales tax for the dam- aged or stolen property.(1)Excess while it is connected to a mo- tor vehicle you do not own;or5.Transfer Of Rights Of Recovery Against Others To Us (2)Primary while it is connected to a covered "auto"you own.If any person or organization to or for whom we make payment under this Coverage Form b.For Hired Auto Physical Damage Cover- has rights to recover damages from another,age,any covered "auto"you lease,hire, those rights are transferred to us.That person rent or borrow is deemed to be a coveredororganizationmustdoeverythingnecessary"auto"you own.However,any "auto"that to secure our rights and must do nothing after is leased,hired,rented or borrowed with "accident"or "loss"to impair them.a driver is not a covered "auto". B.General Conditions c.Regardless of the provisions of Para- graph a.above,this Coverage Form's1.Bankruptcy Covered Autos Liability Coverage is pri-Bankruptcy or insolvency of the "insured" or mary for any liability assumed under anthe"insured's"estate will not relieve us of any "insured contract".obligations under this Coverage Form. d.When this Coverage Form and any other2.Concealment,Misrepresentation Or Fraud Coverage Form or policy covers on the This Coverage Form is void in any case of same basis,either excess or primary,we fraud by you at any time as it relates to this will pay only our share.Our share is the Coverage Form.It is also void if you or any proportion that the Limit of Insurance of other "insured",at any time,intentionally con-our Coverage Form bears to the total of ceals or misrepresents a material fact con-the limits of all the Coverage Forms and cerning:policies covering on the same basis. a.This Coverage Form;6.Premium Audit b.The covered "auto";a.The estimated premium for this Coverage Form is based on the exposures you toldc.Your interest in the covered "auto";or us you would have when this policy be-d.A claim under this Coverage Form.gan.We will compute the final premium 3.Liberalization due when we determine your actual ex- posures.The estimated total premium willIfwerevisethisCoverageFormtoprovide be credited against the final premium duemorecoveragewithoutadditionalpremium and the first Named Insured will be billedcharge,your policy will automatically provide for the balance,if any.The due date fortheadditionalcoverageasofthedaythere- the final premium or retrospective pre-vision is effective in your state. mium is the date shown as the due date4.No Benefit To Bailee Physical Damage on the bill.If the estimated total premiumCoveragesexceedsthefinalpremiumdue,the first We will not recognize any assignment or Named Insured will get a refund. grant any coverage for the benefit of any per- CA 00 01 10 13 Insurance Services Office,Inc.,2011 Page 9 of 12 203 UB-9K623585 UB-9K6235853/7/18 Packet Fusion, Inc. Travelers Property Casualty Company of America 204 ZLP71M52139 6 7 18 City of Cupertino, Its City Council, Boards and Commissions, Officers, Officials, Employees, Agents, Servants, Volunteers and Consultants 205 206 - - COMMERCIAL GENERAL LIABILITY POLICY NUMBER:ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: (If no entry appears above,information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY damage arising out of your ongoing operations or AGAINST OTHERS TO US Condition (Section IV-"your work"done under a contract with that person COMMERCIAL GENERAL LIABILITY CONDITIONS)or organization and included in the "products- is amended by the addition of the following:completed operations hazards."This waiver applies only to the person or organization shown in theWewaiveanyrightofrecoverywemayhaveagainstScheduleabove.the person or organization shown in the Schedule above because of payments we make for injury or CG 24 04 10 93 Copyright,Insurance Services Office,Inc.,1992 Page 1 of 1 6 7 18 City of Cupertino, Its City Council, Boards and Commissions, Officers, Officials, Employees, Agents, Servants, Volunteers and Consultants ZLP71M52139 207 6-7-18 City of Cupertino, Its City Council, Boards and Commissions, Officers, Officials, Employees, Agents, Servants, Volunteers and Consultants 208 Do not add this form to a policy. It is for informational purposes only.- - COMMERCIAL AUTO POLICY NUMBER:ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) 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 modi- fied by the endorsement. SCHEDULE Name(s)Of Person(s)Or Organization(s): Information required to complete this Schedule,if not shown above,will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s)or or- ganization(s)shown in the Schedule,but only to the extent that subrogation is waived prior to the "accident"or the "loss"under a contract with that person or organization. CA 04 44 10 13 Insurance Services Office,Inc.,2011 Page 1 of 1 6 7 18BA7G698080 City of Cupertino, Its City Council, Boards and Commissions, Officers, Officials, Employees, Agents, Servants, Volunteers and Consultants 209 City of Cupertino, Its City Council, Boards and Commissions, Officers, Officials, Employees, Agents, Servants, Volunteers and Consultants 10300 Torre Ave. Cupertino, CA 95014 All Contracts/Written Agreements 210 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:118-4063 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:6/6/2018 City Council On agenda:Final action:6/19/2018 Title:Subject: Agreement with Dan Gertmenian for the Math Olympiad education program for the period of July 1, 2018 - June 30, 2019. Sponsors: Indexes: Code sections: Attachments:Staff Report A - Draft Agreement Action ByDate Action ResultVer. City Council6/19/2018 1 Subject: Agreement with Dan Gertmenian for the Math Olympiad education program for the period of July 1, 2018 - June 30, 2019. Authorize the City Manager to execute an agreement with Dan Gertmenian for the Math Olympiad youth program for the one-year period of July 1, 2018 - June 30, 2019. CITY OF CUPERTINO Printed on 6/13/2018Page 1 of 1 powered by Legistar™211 CITY COUNCIL STAFF REPORT Meeting: June 19, 2018 Subject Agreement with Dan Gertmenian for the Math Olympiad education program for the period of July 1, 2018-June 30, 2019. Recommended Action Authorize the City Manager to execute an agreement with Dan Gertmenian for the Math Olympiad youth program for the one-year period of July 1, 2018 - June 30, 2019. Description The City currently has an agreement with Dan Gertmenian to provide instruction for the Math Olympiad youth program, which is taught to youths in grades 4-8. Due to the success of the program, the annual contract will exceed the $175,000 threshold for the coming year, therefore requiring City Council approval. Discussion The Math Olympiads program is currently one of the most popular academic/enrichment programs to be offered by the Recreation and Community Services Department. The overwhelmingly positive community reception has been a result of the extraordinary teaching talent of the instructor and supplementary benefits the program brings. Students who enroll in the program not only receive personalized math instruction, but also participate in 4 -6 math- themed family events throughout the year. The instructor’s teaching acumen and hands-on community engagement far transcend the expectations for our instructors, and his success can be seen in the consistently full classes with waitlists. Fiscal Impact During the 2017/18 school year, there were 328 students enrolled in the program, and the gross revenue surpassed last year’s amount by about 5%. Staff has increased the class fee to meet the growing demand from the community for the program and the additional staffing requirements by the contractor. Chess and 212 additional math and volunteer programs may be offered for the 2018/19 year, but this will depend on the overall demand of both programs. The requested encumbered amount has taken into account the additional compensation of these programs. The total student enrollment and revenue breakdown for the City from 2010 to 2018 is shown below: Contract Year Total Enrollment Total Revenue City Net Revenue 2010-11 140 $ 74,170.00 $ 27,000.00 2011-12 174 $ 92,525.00 $ 31,900.00 2012-13 259 $ 147,000.00 $ 48,700.00 2013-14 332 $ 247,425.00 $ 86,700.00 2014-15 358 $ 301,451.00 $ 105,124.38 2015-16 358 $ 327,879.00 $ 114,924.00 2016-17 355 $ 382,238.42 $ 143,202.56 2017-18 328 $ 410,128.00 $ 157,752.27 2010-18 Totals 2304 $ 1,982,816.42 $ 715,303.21 City staff anticipates that the Math Olympiad program class will generate approximately $417,000 in gross revenue in the 2018-19 fiscal year, with an offset of $271,000 to the Consultant. ___________________________________ Prepared by: Daniel Mestizo, Recreation Coordinator Reviewed by: Christine Hanel, Assistant Director of Recreation and Community Services Approved for Submission by: David Brandt, City Manager Attachments: A – Draft Agreement 213 ___________________________________________________________________________________________________ Recreation Services Agreement/ Rev. 3-27-2018 Page 1 of 6 No. _____________ FY2018-19 RECREATION SERVICES AGREEMENT 1. Parties. This contract is made and entered into as of 7/1/2018 (“Effective Date”), by and between the City of Cupertino, a municipal corporation (“City”), and with DAN GERTMENIAN, 167 ACALENES DRIVE #15, SUNNYVALE, CA 94086 (“Contractor”), a SOLE PROPRIETORSHIP for EDUCATIONAL CLASSES. 2. Services. Contractor agrees to provide the Services included in the Scope of Work and in accordance with the Schedule of Performance attached in Exhibit A. 3. Term. This contract begins on the Effective Date and ends on 6/30/2019 (“Contract Time”), unless extended or terminated as provided herein. Time is of the essence and Contractor must have sufficient time, resources, and qualified staff to deliver the Services as required. Contractor must promptly notify City of any actual or potential delays to afford the Parties adequate opportunity to address or mitigate such delays. 4. Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based upon actual costs but that will be capped so as not to exceed $275,000 (“Contract Price”), based upon the Scope of Services, budget, performance schedule, and rates included in Exhibit A. The maximum compensation includes all costs, expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. Contractor must submit invoices and the information required in Exhibit A in order to receive payment. City will compensate Contractor within 30 days after approval of written invoices. Invoices are subject to review and audit by City during regular business hours upon 24-hours’ notice. Contractor must maintain complete and accurate records of payrolls, expenditures, disbursements and other cost items charged to City or establishing the basis for an invoice, for a minimum of four (4) years from the date of final payment. 5. Independent Contractor. Contractor is an independent Contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. No civil service status or other right of employment will be acquired by virtue of Contractor’s performance of the Services. Contractor is not entitled to City’s health benefits, worker’s compensation or any other benefit. Contractor must have the skills and qualifications to perform the Services in a competent and professional manner. Contractor will supply all tools, materials and equipment required to perform the Services under this Contract. Contractor is responsible for obtaining permits and licenses required by law and must obtain a City business license. 214 ___________________________________________________________________________________________________ Recreation Services Agreement/ Rev. 3-27-2018 Page 2 of 6 6. Proprietary/Confidential Information. To the extent Contractor may have access to private or confidential information owned or controlled by the City, Contractor agrees to treat it confidential and use it solely to perform this Agreement. Contractor must exercise the same standard of care to protect City information as a reasonably prudent Contractor would use to protect its own proprietary data. 7. Ownership of Materials. To the extent Contractor prepares written material, drawings or data in connection with this contract, City will have the property rights to those materials and all copyrights, if any, to such work product will constitute City property. 8. Records. Contractor must maintain complete, accurate, and detailed accounting records relating to its performance in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Contractor’s services, benchmarks, deliverables and costs/fees, and must be made reasonably available to City. The records and supporting documents must be kept separate from other files and maintained for four years from the date of City’s final payment. 9. Assignment. This Contract is not assignable. Contractor may not substitute another or transfer any rights or obligations under this Contract without prior written approval of City. Only those persons whose names are included in Exhibit A may perform the Services. 10. Publicity and Signs. Any publicity generated by Contractor related to this contract or the Services during the Contract Time and for one year thereafter must reference City contributions. The words “City of Cupertino” shall be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or under this Agreement without prior written approval from City. 11. Indemnification. To the fullest extent allowed by law and except for losses caused by the sole negligence or willful misconduct of City personnel, Contractor agrees to indemnify, defend, and hold harmless the City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and Contractors (collectively, “Indemnitees”), through legal counsel acceptable to City, from and against any liability for damages, claims, actions, causes of action, demands, charges, losses, costs and expenses (including attorney fees, legal costs and expenses related to litigation, arbitrations, administrative and regulatory proceedings), of every nature, arising out of or in any way related to Contractor’s or Contractor’s agents performance of this contract or the Services. This includes but is not limited to Liability resulting in personal injury, death, property damage, or economic losses. Contractor must pay any costs City may incur in enforcing this provision and must accept a tender of defense upon receiving notice from City. 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 Contract. 12. Insurance. Contractor shall comply with the insurance requirements in Exhibit B. City will not execute the Agreement until it has received and approved satisfactory certificates of insurance and endorsements evidencing the type, amount, and dates of coverage. Alternatively, City in its sole discretion may purchase insurance and deduct the costs from payments to Contractor, or terminate the contract. 215 ___________________________________________________________________________________________________ Recreation Services Agreement/ Rev. 3-27-2018 Page 3 of 6 13. Compliance with Laws and Other City Requirements. Requirements for all Contracts. This contract is subject to local, state and federal laws and regulations prohibiting discrimination, including Title VII of the Civil Rights Act of 1964, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, and other laws that pertain to fair employment and anti-discrimination practices. Contractor must comply with labor laws pertaining to prevailing wages, working hours, overtime, payroll records, and other requirements imposed by the Department of Industrial Relations. If Contractor does not have employees, it must sign the Affidavit of No Employees, attached as Exhibit C. Contractor is responsible for verifying employment eligibility of employees pursuant to the Immigration Reform and Control Act of 1986. Contractor must comply with conflict of interest laws and regulations applicable to this Agreement and avoid conflicts of interest. Contractor may be required to file a conflict of interest form for engaging in governmental decisions or serving in a staff capacity, and is hereby advised to review the requirements of California Political Reform Act and the California Code of Regulations. Services may only be performed by persons who are not employed by City and who do not have a contractual relationship with City other than this contract. Contractor agrees to abide by City policies and administrative rules prohibiting gifts to City officials and employees. Additional Requirements for Services Provided to Minors: Contractor and its employees who provide services under this Agreement must comply with these additional requirements: A. Undergo fingerprinting and a criminal background check and verify all employees providing services under this contract have met this requirement. B. Complete a Tuberculosis screening test as required by law and as set forth in Exhibit D. C. Comply with the Mandatory Reporting under California Penal Code 11164-11174.3 and with the protocols, reporting, and training required under California Health and Safety Code Section 124235, AB2007, and other laws pertaining to concussion evaluation, removal from play, and return to play protocols. (Refer to Center for Disease Control & Prevention, https://www.cdc.gov/headsup/index.html). D. Submit required forms and acknowledgments included in Exhibit D, and ensure its each participant is provided with a concussion information sheet, signs and returns the forms to the City as required by Health and Safety Code Section 124235. Require coaches and administrators to successfully complete the concussion and head injury education at least once either online or in person, before supervising a participant. Contractor shall offer training, educational materials, or both to each Contractor administrator on a yearly basis. (Training resources are available at the Center for Disease Control & Prevention (link cited above). E. If providing instruction, Contractor must acknowledge and comply with all requirements set forth in the Recreation & Community Services Instructor Manual. Check one (if applicable): ☒ This contract requires services for children. 216 ___________________________________________________________________________________________________ Recreation Services Agreement/ Rev. 3-27-2018 Page 4 of 6 ☐ This contract currently does not require services for children. If in the future, services for children are required, the contract will require a ‘written amendment’ to include the appropriate insurance coverages as required in ‘Exhibit B – Insurance Requirements for Recreation Contracts’, proof of finger printing and additional requirements under Paragraph 13. The contract amendment will also require the approval of the Director of Recreation and Community Services and City Attorney. 14. Coordination of Services. The Parties designate the following persons as Services Coordinators with the responsibility to oversee the delivery of Services in accordance with the terms of this Agreement. Contractor’s designation and any substitution are subject to City approval. For City: Name: Daniel Mestizo Position: Recreation Coordinator Contact: danielm@cupertino.org | 408-777-3134 For Contractor: Name: Dan Gertmenian Position: Instructor Contact: uclarhapsody@hotmail.com | 650-967-3500 15. Abandonment. City may abandon or postpone the Activity or Program and will notify Contractor as soon as possible. Contractor will be paid for satisfactory Services rendered through the date of abandonment upon submission of final invoices approved by City. 16. Termination. City may terminate this contract for cause or without cause at any time and will notify Contractor as soon as possible. Contractor will be paid for satisfactory services rendered through the date of termination upon submission of final invoices approved by City. 17. Governing Law, Venue and Dispute Resolution. This contract is governed by the laws of the State of California. Any legal actions or proceedings filed against City in connection with this contract must comply with the government claims filing requirements and must be filed with the Superior Court for the County of Santa Clara, State of California. At City’s request, Contractor is required to continue to provide Services pending resolution of any dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. Attorney Fees. If City is required to pursue litigation, arbitration or other administrative or regulatory proceeding to enforce its rights or the terms of this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. This Section survives this Agreement. 19. Third Party Beneficiaries. There are no third party beneficiaries under this Contract. 20. Waiver. Neither acceptance of Services nor payment thereof constitutes a waiver of any contract provision. City waiver of a breach shall not constitute waiver of another term, provision, covenant or condition, or a subsequent breach, whether of the same or a different character. 21. Entire Agreement. This Agreement and all referenced Exhibits are hereby attached and incorporated into the Agreement by this reference and represent the full and complete understanding as to those matters contained herein, and supersede any other contract or understanding, either oral or 217 ___________________________________________________________________________________________________ Recreation Services Agreement/ Rev. 3-27-2018 Page 5 of 6 written, between the Parties. This Agreement may not be modified or amended except in writing signed by both Parties. If there is any inconsistency between the main contract and any attachments or exhibits thereto, the main contract shall prevail. 22. Inserted Provisions. Each provision or clause required by law or this contract is deemed to be included and will be inferred herein. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. Headings. The headings are for convenience only and are not a part of the contract or intended to affect, limit or amplify the terms or provisions of this Agreement. 24. Severability/Partial Invalidity. If any contract term or provision, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other contract terms and provisions and their application to specific situations will remain in full force and effect. 25. Survival. All provisions which by their nature must continue after the Agreement ends, including without limitation Indemnification, Insurance, Ownership of Materials, Records, Governing Law and Attorney Fees, will survive the expiration or termination of this Agreement. 26. Notices. All notices and instruments pertaining to material provisions of this contract or significant disputes which are required by law or under this contract to be in writing must be sent to the persons listed below. The notices will be deemed effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission. To City of Cupertino: Office of the City Manager 10300 Torre Ave., Cupertino CA 95014 cc: Representative/Coordinator: Daniel Mestizo Email: danielm@cupertino.org To Contractor: 167 Acalenes Drive #15, Sunnyvale, CA 94086 cc: Representative/Coordinator: Dan Gertmenian Email: uclarhapsody@hotmail.com 27. Validity of Contract. This contract is valid and enforceable only if it complies with the provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, is signed by the City Manager or authorized designee, and is approved for form by the City Attorney’s Office. 28. Execution. The person executing this contract on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to execute this contract and to carry out all actions and services required. This contract constitutes a legally binding obligation of Contractor, and may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. 218 ___________________________________________________________________________________________________ Recreation Services Agreement/ Rev. 3-27-2018 Page 6 of 6 IN WITNESS WHEREOF, the parties have caused this contract to be executed. CONTRACTOR Dan Gertmenian By ________________________ Name______________________ Title ______________________ Date_______________________ Tax I.D. No.: __Refer to W9____ CITY OF CUPERTINO A Municipal Corporation By ________________________ Name______________________ Title ______________________ Date_______________________ APPROVED AS TO FORM: ROCIO V. FIERRO Cupertino Acting City Attorney ATTEST: ______________________________ GRACE SCHMIDT City Clerk Contract/Encumbered Amount: $275,000 Account No.: 580-62-613 700-702 219 EXHIBIT A SCOPE OF WORK, PERFORMANCE AND PAYMENT SCHEDULES The CONTRACTOR will provide EDUCATIONAL CLASSES AND EVENTS in, but not limited to, the following: MATH OLYMPIADS, MATH OLYMPIAD HONORS, MATH OLYMPIAD ACCELERATED, CHESS, MATH THEMED EVENTS, CHESS EVENTS, INFORMATION NIGHTS, TRIAL MATH CLASSES Location and Time of CONTRACTOR Services: Refer to the Recreation Schedule dated FALL 2018 – FALL 2019 for agreed upon dates, times, and class locations. The City, at its sole discretion, may change the agreed terms. Compensation for CONTRACTOR Services: Contractor shall be compensated for services performed pursuant to this Agreement. Compensation shall consist of the following: 65% of the resident fee based on final class rosters, minus copier use fees. The total compensation to the Contractor shall not exceed $275,000. Eligible Participant Minimum and Maximums for CONTRACTOR Services: Minimum: 10 Maximum: 30 If less than the required minimum number of participants enroll in and pay for a particular class as identified in the schedule before the class is scheduled to start, the City may cancel the particular class and/or terminate this Agreement without additional notice or payment to Contractor. List of all Contractor Employees working for the City of Cupertino (if no Employees, identify “self”): ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ 220 Performance of CONTRACTOR Services: In the case Contractor unilaterally cancels performance of a class, camp, activity or service without City approval, City reserves the right to immediately and without notice cancel the remainder of programs/services offered and or performed by Contractor. The Contractor shall follow all guidelines pertaining to registration procedures as listed in the quarterly recreation schedule. Participants may not take part in the program unless they are listed on the class roster or can show proof of enrollment. All participants and volunteers need to complete the City’s Waiver of Liability form prior to taking part in the program. If applicable, contractors who are responsible for supervising minors must remain with the class until a parent of legal guardian has arrived and all minors are released to them. In the event of an injury occurring to a participant, the Contractor will notify the City within 1 hour and complete an Incident Report in the form approved by the City. The Incident Report must be submitted to the City within 24 hours of the injury occurring. 221 Exh. B Insurance for Recreation Contracts Updated 3-26-18 1 As required by Section 12 of the Agreement, Contractor shall procure and maintain the following insurance for the duration of the contract against claims arising from or in connection with Contractor, its agents, representatives, employees or subcontractors Services under this Agreement. Minimum Scope and Limit of Insurance. Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, it must apply separately to this project/location (CG 25 03 or 25 04) or be twice the required occurrence limit. 2. Automobile Liability: ISO CA 0001 covering Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and property damage. Required if automobile is used to perform work under this contract. Otherwise, proof of Contractor’s personal auto insurance with limits required by state law suffices. Contractor shall not transport or use its personal vehicle to transport participants or perform work under this contract. 3. Workers’ Compensation: As required by the State of California, with Statutory and Employer’s Liability Insurance limits of no less than $1,000,000 per accident for bodily injury or disease. Required if Contractor has employees. If no employees, Contractor must sign Affidavit of No Employees. 4. Sexual Abuse/Molestation: Insurance or the equivalent as required for activities/services involving minors, (i.e., after school activities, recreational programs, athletics, study/training events and transportation of minors). Coverage may be included under General Liability or be obtained in a separate policy, such as Educators Legal Liability (ELL) policy, with a limit of no less than $1,000,000 per occurrence. If a general aggregate limit applies, it must apply separately to this contract or be twice the required occurrence limit. Required if Contract involves services to children. Insurance coverage required may be satisfied by a combination of Primary and Excess/Umbrella insurance. Self-Insured Retentions: Self-insured retentions must be approved by City. City may require Contractor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language must provide, or be endorsed to provide, that the self- insured retention may be satisfied by either the named insured or City. Acceptability of Insurers: Insurance must be issued by insurers acceptable to City and licensed to do business in the State of California, with an A.M. Best’s financial strength rating of “A” or better and a financial size rating of “VII” or better. OTHER INSURANCE PROVISIONS: The CGL policy must contain, or be endorsed to contain, the following provisions: 1. The City, its City Council, boards and commissions, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds with respect to liability arising out of work or Exhibit B Insurance Requirements for R ecreation Contracts 222 Exh. B Insurance for Recreation Contracts Updated 3-26-18 2 operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. 2. Contractor’s insurance shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, agents, and volunteers. 3. The Insurance Company agrees to waive all rights of subrogation against the City, its elected or appointed officers, officials, agents, and employees for losses paid under the terms of any policy which arise from work performed by Contractor for City. This provision also applies to the Contractor’s Workers’ Compensation policy. 4. Each insurance policy required by this contract shall provide that coverage shall not be canceled, except with notice to the City. Primary Coverage: The Additional Insured coverage under Contractor’s policy shall be primary non- contributory and at least as broad as ISO CG 20 01 04 13 as respects the City and all the insureds/indemnitees. If the limits of insurance required are satisfied in part by Umbrella/Excess Insurance, the Umbrella/Excess Insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a “primary and non-contributory” basis for the benefit of the Additional Insureds before City’s own insurance is triggered. Notice of Cancellation: Each insurance policy shall provide that coverage shall not be canceled or allowed to expire without written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Such notice must be sent to City via email or certified mail to the attention of the City Manager. Waiver of Subrogation: Contractor grants City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of payment of any loss under such insurance. Contractor will obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Verification of Coverage: Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications, at any time. At a minimum Contractor must provide acceptable copies of the policy declarations and endorsement page verifying the required insurance coverages. Homeowner’s Insurance: Contractor’s homeowner’s liability insurance may provide coverage sufficient to meet these requirements. Contractor should provide these requirements to his or her agent to confirm and provide verification to City. Special Events Coverage: Insurers may provide special events coverage for a reduced fee, or City may be able to offer this coverage. Contractor should contact the City Manager’s Office for information or assistance. Special Risks or Circumstances: City reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 223 EXHIBIT C AFFIDAVIT OF NO EMPLOYEES State of California County of Santa Clara City of Cupertino I, the undersigned, declare as follows: I am an independent contractor and the owner of . I wish to enter into a services contract with the City of Cupertino. I am fully aware of the provisions of section 3700 of the California Labor Code, which requires every employer to provide Workers' Compensation coverage for employees in accordance with the provisions of that Code. I am also aware that I must provide proof of workers’ compensation insurance to the City of Cupertino for any and all employees I may have, pursuant to Section 12 of the City of Cupertino’s contract. I hereby certify that I do not have any employees nor will I have any employees working for me or my business during the term of any service contract with the City of Cupertino. I am not required to have Workers’ Compensation insurance. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on this ____day of ____________, 2018, at , California. ______________________________ PRINT NAME ______________________________ SIGNATURE 224 EXHIBIT D Contractor’s Mandated Reporter Declaration The undersigned does hereby certify that: 1. I am a representative of DAN GERTMENIAN; that I am familiar with the facts herein and am authorized and qualified to execute this declaration. 2. I declare that DAN GERTMENIAN has complied with fingerprinting and criminal background investigation requirements with respect to all Contractor’s employees who may have contact with minors in the course of providing services pursuant to the Agreement, and the California Department of Justice has determined that none of those employees has been convicted of a felony, as that term is defined in California Penal Code Section 11105.3. 3. I declare that each coach and administrator shall be required to successfully complete concussion and head injury education at least once, either online or in person, before supervising a participant, as required by California Health and Safety Code Section 124235, et seq. 4. On a yearly basis, all participants shall be required to sign and return a concussion and head injury information sheet in compliance with California Health and Safety Code Section 124235, which may be in the form attached as D-1. 5. That a complete and accurate list of Contractor’s employees, who may come in contact with minors during the course and scope of the Agreement, are included below. 6. All of the below mentioned employees have tested negative for TB, or X-ray results for TB, and have current documentation on file with Contractor. 7. All of the below mentioned employees have received training and understand their responsibilities under the Mandated Reporter laws of this state and are willing and able to comply. List of all Contractor Employees working for the City (if no Employees, identify “self”): _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ _________________ 225 _________________ _________________ _________________ _________________ 8. The Contractor will notify the City of Cupertino in writing of any new employees and will be added to the above list prior to beginning work at the City of Cupertino. I declare under penalty of perjury that the foregoing is true and correct. DAN GERTMENIAN __________________________________ By: DAN GERTMENIAN Title: INSRUCTOR Date: ___________________________ 226 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:118-4060 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:6/5/2018 City Council On agenda:Final action:6/19/2018 Title:Subject: Application for Alcohol Beverage License for Dish N Dash, Inc (dba Dish N Dash), 20750 Stevens Creek Boulevard Sponsors: Indexes: Code sections: Attachments:Staff Report A - Application Action ByDate Action ResultVer. City Council6/19/2018 1 Subject: Application for Alcohol Beverage License for Dish N Dash, Inc (dba Dish N Dash), 20750 Stevens Creek Boulevard Recommend approval to the California Department of Alcoholic Beverage Control of the application for Alcohol Beverage License for Dish N Dash, Inc (dba Dish N Dash), 20750 Stevens Creek Boulevard CITY OF CUPERTINO Printed on 6/13/2018Page 1 of 1 powered by Legistar™227 CITY COUNCIL STAFF REPORT Meeting: June 19, 2018 Subject Application for Alcoholic Beverage License for Dish N Dash, Inc. (dba Dish N Dash), 20750 Stevens Creek Boulevard. Recommended Action Recommend approval to the California Department of Alcoholic Beverage Control of the Application for Alcoholic Beverage License for Dish N Dash, Inc. (dba Dish N Dash), 20750 Stevens Creek Boulevard. Description Name of Business: Dish N Dash Location: 20750 Stevens Creek Boulevard Type of Business: Restaurant Type of License: 41 – On-Sale Beer & Wine – Eating Place (Restaurant) Reason for Application: Annual Fees, Original Fees Discussion There are no zoning or use permit restrictions which would prohibit the sale of alcohol as proposed. Therefore, staff has no objection to the issuance of this license. License Type 41 authorizes the sale of beer and wine for consumption on or off the premises where sold. This business is located at Cupertino Crossroads Shopping Center. Sustainability Impact None Fiscal Impact None _____________________________________ Prepared by: Jeffrey Tsumura, Assistant Planner, Planning Division Reviewed by: Benjamin Fu, Assistant Director of Community Development; Aarti Shrivastava, Assistant City Manager - Community Development and Strategic Planning Approved for Submission by: David Brandt, City Manager Attachment: A - Application COMMUNITY DEVELOPMENT DEPARTMENT CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3308 www.cupertino.org 228 229 230 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:118-3977 Name: Status:Type:Ordinances and Action Items Agenda Ready File created:In control:5/8/2018 City Council On agenda:Final action:6/19/2018 Title:Subject: Pogo Pilot Project Sponsors: Indexes: Code sections: Attachments:Staff Report Action ByDate Action ResultVer. City Council6/19/2018 1 Subject: Pogo Pilot Project Approve extending the Pogo Pilot Project through June 30, 2019. CITY OF CUPERTINO Printed on 6/13/2018Page 1 of 1 powered by Legistar™231 CITY COUNCIL STAFF REPORT Meeting: June 19, 2018 Subject Pogo Pilot Project. Recommended Action Approve extending the Pogo Pilot Project through June 30, 2019. Background At the October 17th, 2017 Council meeting, City Council authorized the Pogo Pilot Project which currently provides Cupertino High School (CHS) parents with a mobile platform to create and manage walk, bike, or car “kidpools” for school pick-up and drop-off as well as afterschool activities. The goal was to make it easy for busy parents to organize convenient, reliable alternative transportation options for their children. An effective parent carpool program has the potential to reduce traffic congestion around schools during peak hours as well as reduce GHG emissions to further the City’s Climate Action Plan (CAP) goals. Discussion The Pogo Pilot Project had a soft launch at CHS at the start of the spring semester in January 2018. The City’s SR2S Coordinator led outreach efforts with support from school staff through letters and emails to parents, social media posts, sign-up cards, A- frames at the bus loops, and announcements and tabling at parent meetings. Over the course of the spring semester, 58 users joined the CHS community on Pogo. Eleven connections were made in which parents had an in-app interaction such as a message exchange. Of those connections, ten carpools were formed and 31 carpool rides were taken using Pogo. Most Pogo carpools took place after school, with 27 rides listing CHS as a pick-up location. City staff also conducted morning carpool counts every month as part of the evaluation of the pilot. Mornings were selected as the school has more centralized drop-off locations whereas afterschool pick-up locations vary and would be difficult to assess. The fall months served as a baseline without the Pogo Pilot in place and the spring 232 months represent results after the pilot launched. Unfortunately, external factors such as seasonality make the comparison between fall and spring semesters challenging. The graph below shows the results from carpool counts. While there was a minor increase (0.1%) in the percent of drop-offs that were carpools when comparing fall and spring semesters, it was not significant. Additionally, after seeing the user data from the Pogo app, it was determined that the app is primarily used for afterschool trips rather than morning trips. If the pilot is continued, staff will restructure the evaluation to better match user trends. Evaluation At the outset of the pilot, staff established metrics and goals to assist in the evaluation of the pilot. Based on the criteria developed, a successful carpool pilot at CHS would include one or more of the following: 1. 31+ connections 2. 457 users (20% of the student body) 3. A 5% point increase in students using alternative commuting methods according to the annual SR2S student survey 4. A 5% point decrease in single family vehicle commuting according to the annual SR2S student survey 5. An overall increase in the percent of carpools according to the manual carpool counts conducted by staff 6. 343 students (15%) carpooling at least once a week 7. 600 vehicle miles avoided At this time, Pogo was unable to capture data for criteria 6 and 7 and they are working to include this information in future reporting. The results of the spring 2018 pilot are shown in the following table. 233 Cupertino High School Pogo Pilot Evaluation Measure Spring 2018 Goal # of Connections in Pogo 11 31+ connections % of Students/Users in Pogo 2.5% (58 of 2,287) 20% Increase in Alternative Commuting 4% Point Decrease 5% Point Increase Decrease in Single Family Vehicle Commuting 3% Point Increase 5% Point Decrease % of Carpools at Morning Carpool Counts Fall 8.5%; Spring 8.6% Slight Increase (0.1%) Overall Increase % Active Carpoolers (1x/week) N/A 15% of students # of Vehicle Miles Avoided N/A 600 miles According to the data, the pilot at CHS did not achieve the desired results. However, it is important to note that these goals were initially developed with the notion that the pilot would run for a whole school year rather than just one semester. Recommendation Since the initial pilot was intended to run for an entire academic year, staff recommends continuing the pilot to include the 2018-19 academic year with an evaluation after the fall semester. The success of the Pogo app hinges on achieving enough participation in order to have a large enough pool of users with which to create matches. With additional time, it is possible for the use of Pogo at CHS to increase through word of mouth and future outreach. With the information on user patterns that was gathered in the spring, staff can be more strategic with marketing and outreach in the coming semesters. Also, staff presented Pogo at the Freshman Parent Orientation nights for the upcoming freshman, reaching over 200 parents. The results of this freshman outreach would not be seen until fall 2018. Furthermore, both City staff and school staff agree that a fall launch would be much more effective than the launch in spring as the pilot could take advantage of the back-to-school momentum. Sustainability Impact To the extent that this pilot reduces the number of single family car rides within the City, it will reduce GHG emissions and bring the City closer to its CAP goals. Fiscal Impact Up to $10,000 was allocated during the first pilot phase. No additional funding is needed to extend the contract at this time. _____________________________________ Prepared by: Katy Nomura, Senior Management Analyst Reviewed by: Jaqui Guzmán, Deputy City Manager Approved for Submission by: David Brandt, City Manager 234 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:118-3716 Name: Status:Type:Ordinances and Action Items Agenda Ready File created:In control:2/27/2018 City Council On agenda:Final action:6/19/2018 Title:Subject: Agreement with Airbnb to collect transient occupancy taxes from its platform users who operate short-term rentals in Cupertino. Sponsors: Indexes: Code sections: Attachments:Staff Report A - Draft Voluntary Collection Agreement Action ByDate Action ResultVer. City Council6/19/2018 1 Subject: Agreement with Airbnb to collect transient occupancy taxes from its platform users who operate short-term rentals in Cupertino. Authorize the City Manager to enter into a voluntary collection agreement with Airbnb to collect transient occupancy taxes owed to City from short-term rental operators in Cupertino using the Airbnb platform. CITY OF CUPERTINO Printed on 6/13/2018Page 1 of 1 powered by Legistar™235 1 OFFICE OF THE CITY MANAGER CITY HALL 10 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3212 www.cupertino.org TELEPHONE: (408) 777-7603 www.cupertino.org CITY COUNCIL STAFF REPORT Meeting: June 19, 2018 Subject Agreement with Airbnb to collect transient occupancy taxes from its platform users who operate short-term rentals in Cupertino. Recommended Action Authorize the City Manager to enter into a voluntary collection agreement with Airbnb to collect transient occupancy taxes owed to City from short-term rental operators in Cupertino using the Airbnb platform. Background Short-term rentals (STRs) fall under the definition of “hotel” under Cupertino’s Transient Occupancy Tax (TOT) regulations (Section 3.12.020 of Chapter 3.12, Transient Occupancy Tax). People or “transients” occupying these short-term rentals are subject to a 12% TOT on the rent charged during the first 30 days of occupancy. Proprietors or “operators” of these short-term rentals are required to register and obtain a Transient Occupancy Registration Certificate from the City within 30 days of commencing business as well as collect TOT from renters. To date, the City has not received any TOT remittances from short-term rental operators in the City. As reported to Council in February, there are roughly 300 STRs available within City limits. However, the City does not have the data or resources required to proactively enforce TOT requirements at this time. Enforcement of STRs has been complaint -based and focused on zoning requirements. A study session was held on February 5, 2018 in which Council directed staff to pursue a voluntary collection agreement (VCA) with STR platforms like Airbnb. In addition, Council expressed interest in creating a regulatory program for STRs. 236 2 Discussion Based on data we gathered from STR compliance vendors, the majority of STR operators in Cupertino utilize the Airbnb platform. In addition to marketing STRs, Airbnb acts as a collection agent for STR operators. While Airbnb is not an STR operator and is therefore not responsible for collecting TOT, it has agreed to voluntarily collect TOT on behalf of its users and remit the revenue to cities that sign a voluntary collection agreement (VCA). Under the terms of the VCA, Airbnb agrees to assume the duties to collect the TOT completed on its hosting platform and remit it to the City on a monthly basis pursuant to our TOT code. Airbnb represents that it achieves 100% compliance with TOT collection through the VCA. It achieves this compliance by programming its hosting platform to automatically collect the TOT from transients who rent short-term rental units from Airbnb hosts. Once collected, Airbnb remits the TOT directly to the City as required by the City’s code. While the hosts are responsible for remitting the tax, Airbnb voluntarily collects and remits the tax on the hosts’ behalf. According to the League of California cities, Airbnb has signed VCAs with nearly half of California cities. Neighboring cities such as Palo Alto, Santa Clara, and San Jose have already signed agreements, while Sunnyvale and Mountain View are considering it. Cities are signing on because the arrangement facilitates the collection of TOT and STR operators. There are, however, some important caveats the City will need to consider:  Confidentiality for Hosts and Guests. Airbnb will not provide the City with personally identifiable information regarding its hosts or guests, unless it is part of a binding legal process. Without this data, it is difficult to ensure compliance with other parts of the City’s municipal code, including zoning regulations.  Limits on Audits. The agreement limits the City’s ability to audit transactions to a consecutive 12 month period within a three-year period. Airbnb was reluctant to negotiate the terms of their voluntary collection agreement as it is trying to maintain consistency in administering the voluntary collection program . Confidentiality for hosts and guests is a non-negotiable term for them. The City of San Francisco was successful in forcing platforms such as Airbnb and Homeaway to require hosts to register with the City by enacting laws requiring qualified website companies to comply with certain data requirements, which prompted litigation and a lengthy mediation process. San Francisco had leverage as one of the largest markets for STRs with over 11,000 listings. 237 3 While it would be ideal for Airbnb to share host data with the City, the alternatives are also not ideal. The City could attempt to pro-actively enforce the City’s TOT regulations but this would require a significant investment in enforcement resources to identify, notify, and cite TOT violators. Identifying STR operators would be very time consuming as rental platforms do not provide basic information like an operator’s full name, exact address, or occupancy rates for their listings. If identified, hosts are likely to have been unaware of the City’s regulations requiring them to collect TOT. Therefore, staff is concerned that attempting to collect TOT would result in little to no net revenues to the City. The City could also enact regulations similar to San Francisco, which require hosting platforms to collect TOT, require host registration with the City, and require hosting platforms to make available transaction data. However, this could invite costly legal action against the City as in the case of San Francisco but with far fewer benefits given the relatively small number of STRs actively operating in Cupertino. Enforcement would also remain a time-consuming and costly issue. Staff recommends that the City enter into the VCA with Airbnb and begin to collect TOT revenues as of August 1, 2018. The VCA will simplify the remittance process for STR operators using the Airbnb platform and enable the City to receive 100% of the TOT associated with taxable rental bookings completed on Airbnb. Cupertino stands to generate an additional $350,000 in TOT revenue annually with little to no effort from City staff. This estimate is based on activity from 2017 showing 190 active rentals in Cupertino and transactions totaling $3.4 million. All TOT is credited to the General Fund and can be used for general purposes. Nothing in this VCA prevents the City from enacting a regulatory program that restricts how STRs operate in the City. Based on Council direction, staff is drafting amendments to its zoning code to provide more flexibility to STR operators while ensuring these STRs do not take away opportunities for long-term rentals. The program will also create a process for addressing nuisance issues. Staff does not anticipate that draft regulations will conflict with the VCA and expects to bring a draft to Council on July 3. Staff also reached out to Homeaway but was informed that the platform is not entering into VCAs at this time. Sustainability Impact No impact. 238 4 Fiscal Impact Based on estimates from Airbnb, the City could generate an additional $350,000 in annual TOT revenue. Prepared by: Jaqui Guzmán, Deputy City Manager Approved for Submission by: David Brandt, City Manager Attachments: A – Draft Voluntary Collection Agreement 239 v.2.2017 1 VOLUNTARY COLLECTION AGREEMENT FOR CITY OF CUPERTINO, CALIFORNIA, TRANSIENT OCCUPANCY TAX THIS VOLUNTARY COLLECTION AGREEMENT (the “Agreement”) is dated ______________, 2018 and is between AIRBNB, INC., a Delaware corporation (“Airbnb”) and the CITY OF CUPERTINO, CALIFORNIA (the “Taxing Jurisdiction”). Each party may be referred to individually as a “Party” and collectively as the “Parties.” RECITALS: WHEREAS, Airbnb represents that it provides an Internet-based platform (the “Platform”) through which third parties offering accommodations (“Hosts”) and third parties booking such accommodations (“Guests”) may communicate, negotiate and consummate a direct booking transaction for accommodations to which Airbnb is not a party (“Booking Transaction”); and WHEREAS, the Taxing Jurisdiction and Airbnb enter into this Agreement voluntarily in order to facilitate the reporting, collection and remittance of applicable transient occupancy taxes (“TOT”) imposed under applicable City of Cupertino law (the applicable “Code”), on behalf of Hosts for Booking Transactions completed by Hosts and Guests on the Platform for accommodations located in the City of Cupertino (the “Taxable Booking Transactions”). NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS, PROMISES AND AGREEMENTS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS: (A) Solely pursuant to the terms and conditions of this Agreement, including only for periods in which this Agreement is effective (defined below), and solely for Taxable Booking Transactions completed on the Platform, Airbnb agrees contractually to assume the duties of a TOT collector as described in the Code solely for the collection and remittance of TOT (hereinafter referred to as a “Collector”). The assumption of such duties shall not trigger any other registration requirements to which Airbnb is not otherwise subject. (B) Starting on August 1, 2018 (the “Effective Date”), Airbnb agrees to commence collecting and remitting TOT on behalf of Hosts, pursuant to the terms of this Agreement, at the applicable rate, on Taxable Booking Transactions. Except as set forth in Paragraph (L) below, Airbnb shall not assume any obligation or liability to collect TOT for any period or for any transaction prior to the Effective Date or termination of this Agreement. 240 v.2.2017 2 REMITTANCE OF TOT (C) Airbnb agrees reasonably to report aggregate information on the tax return form prescribed by the Taxing Jurisdiction, including an aggregate of gross receipts, exemptions and adjustments, and taxable receipts of all TOT that is subject to the provisions of this Agreement. Airbnb shall remit all TOT collected from Guests in accordance with this Agreement and Airbnb’s Terms of Service (www.airbnb.com) (the “TOS”) in the time and manner described in the Code or as otherwise agreed to in writing. AIRBNB LIABILITY (D) Pursuant to the terms of this Agreement, Airbnb agrees contractually to assume liability for any failure to report, collect and/or remit the correct amount of TOT, including, but not limited to, penalties and interest, lawfully and properly imposed in compliance with the Code. Nothing contained herein nor any action taken pursuant to this Agreement shall impair, restrict or prevent Airbnb from asserting that any TOT and/or penalties, interest, fines or other amounts assessed against it were not due, are the subject of a claim for refund under applicable law or otherwise bar it from enforcing any rights accorded by law. (E) During any period for which Airbnb is not in breach of its obligations under this Agreement, the Taxing Jurisdiction agrees to audit Airbnb on the basis of TOT returns and supporting documentation, and agrees not to directly or indirectly audit any individual Guest or Host relating to Taxable Booking Transactions unless and until an audit of Airbnb by the Taxing Jurisdiction has been exhausted with the matter unresolved. The Taxing Jurisdiction reserves the right to audit any individual Airbnb Host for activity that has been brought to the attention of the Taxing Jurisdiction in the form of a complaint or other means independent of this Agreement or independent of data or information provided pursuant to this Agreement. (F) The Taxing Jurisdiction agrees to audit Airbnb on an anonymized transaction basis for Taxable Booking Transactions. Except as otherwise agreed herein, Airbnb shall not be required to produce any personally identifiable information relating to any Host or Guest or relating to any Booking Transaction without binding legal process served only after completion of an audit by the Taxing Jurisdiction of Airbnb with respect to such users. The Taxing Jurisdiction agrees that it will not audit or issue an assessment against Airbnb more than once per any consecutive thirty-six month period and that such audit or assessment will be limited to a consecutive twelve-month period within the thirty-six month period. 241 v.2.2017 3 (G) Airbnb, Inc. agrees to register as a Collector for the sole purpose of reporting, collection and remittance of TOT under this Agreement and will be the registered Collector on behalf of any affiliate or subsidiary collecting TOT. GUEST AND HOST LIABILITY (H) During any period in which this Agreement is effective relating to Taxable Booking Transactions, provided Airbnb is in compliance with its obligations herein, Hosts shall be relieved of any obligation to collect and remit TOT on Taxable Booking Transactions, and shall be permitted but not required to register individually with the Taxing Jurisdiction to collect, remit and/or report TOT. Nothing in this Agreement shall relieve Guests or Hosts from any responsibilities with respect to TOT for transactions completed other than on the Platform, or restrict the Taxing Jurisdiction from investigating or enforcing any provision of applicable law against such users for such transactions. Nothing herein shall relieve any Host from any other obligations or requirements under applicable law. WAIVER OF LOOK-BACK (I) The Jurisdiction expressly releases, acquits, waives and forever discharges Airbnb, its current or past affiliated parent or subsidiary companies, directors, shareholders investors, employees and other agents from any and all actions, causes of action, indebtedness, suits, damages or claims arising out of or relating to payment of and/or collection of TOT or other tax indebtedness, including but not limited to penalties, fines, interest or other payments relating to TOT on any Taxable Booking Transactions prior to the Effective Date. Nothing contained in this Paragraph of this Agreement will constitute a release or waiver of any claim, cause of action or indebtedness that the Jurisdiction may have or claim to have against any Host or Guest unrelated to Taxable Booking Transactions under this Agreement. NOTIFICATION TO GUESTS AND HOSTS (J) Airbnb agrees, for the purposes of facilitating this Agreement, and as required by its TOS, that it will notify (i) Hosts that TOT will be collected and remitted to the Taxing Jurisdiction as of the Effective Date pursuant to the terms of this Agreement; and (ii) Guests and Hosts of the amount of TOT collected and remitted on each Taxable Booking Transaction. LIMITATION OF APPLICATION (K) This Agreement is solely for the purpose of facilitating the administration and collection of the TOT with respect to Taxable Booking Transactions and, except with respect to 242 v.2.2017 4 the rights and liabilities set forth herein, the execution of or actions taken under this Agreement shall not be considered an admission of law or fact or constitute evidence thereof under the Code or any other provisions of the laws of the United States of America, of any State or subdivision or municipality thereof. Neither Party waives, and expressly preserves, any and all arguments, contentions, claims, causes of action, defenses or assertions relating to the validity or interpretation or applicability of the Code, regulations or application of law. DURATION/TERMINATION (L) This Agreement may be terminated by Airbnb or the Taxing Jurisdiction for convenience on 30 day written notification to the other Party. Such termination will be effective on the first day of the calendar month following the 30 day written notification to the other Party. Any termination under this Paragraph shall not affect the duty of Airbnb to remit to the Taxing Jurisdiction any TOT collected from Guests up through and including the effective date of termination of this Agreement, even if not remitted by Airbnb to the Taxing Jurisdiction as of the date of termination. MISCELLANEOUS (M) CHOICE OF LAW. This Agreement, its construction and any and all disputes arising out of or relating to it, shall be interpreted in accordance with the substantive laws of the State of California without regard to its conflict of law principles. (N) MODIFICATION. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. (O) MERGER AND INTEGRATION. This Agreement contains the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements and understandings with respect thereto. (P) COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. The Agreement shall become effective when a counterpart has been signed by each Party and delivered to the other Party, in its original form or by electronic mail, facsimile or other electronic means. The Parties hereby consent to the use of electronic signatures in connection with the execution of this Agreement, and further agree that electronic signatures to this Agreement shall be legally binding with the same force and effect as manually executed signatures. 243 v.2.2017 5 (Q) RELATIONSHIP OF THE PARTIES. The Parties are entering into an arm’s-length transaction and do not have any relationship, employment or otherwise. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, or employment relationship between the Parties. There are no third-party beneficiaries to this Agreement. (R) WAIVER AND CUMULATIVE REMEDIES. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity. (S) FORCE MAJEURE. Neither Party shall be liable for any failure or delay in performance under this Agreement for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Airbnb employees), computer attacks or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused. (T) ASSIGNMENT. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, Airbnb may assign this Agreement in its entirety without consent of the other Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. (U) MISCELLANEOUS. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. NOTICES (V) All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the third business day after first class mailing postage prepaid; or (iii) the second business day after sending by overnight mail or by facsimile with telephonic confirmation of receipt. Notices shall be addressed to the attention of the following 244 v.2.2017 6 persons, provided each Party may modify the authorized recipients by providing written notice to the other Party: To Airbnb: Airbnb, Inc. Attn: General Counsel 888 Brannan Street, 4th Fl. SF, CA 94103 legal@airbnb.com Airbnb, Inc. Attn: Global Head of Tax 888 Brannan Street, 4th Fl. SF, CA 94103 tax@airbnb.com To the Taxing Jurisdiction: City of Cupertino Attn: Zach Korach, Finance Director 10300 Torre Avenue Cupertino, CA 95014 zachk@cupertino.org Fax: (408) 777-3109 (Signatures follow on next page) 245 v.2.2017 7 IN WITNESS WHEREOF, Airbnb and the Taxing Jurisdiction have executed this Agreement effective on the date set forth in the introductory clause. AIRBNB, INC., a Delaware corporation By: _______________________________________ Signature of Authorized Representative Mirei Yasumatsu, Global Tax Director _______________________________________ Name and Title of Authorized Representative CITY OF CUPERTINO By: _______________________________________ David Brandt City Manager APPROVED AS TO FORM: _______________________________________ Rocio Fierro Acting City Attorney 246 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:118-4015 Name: Status:Type:Ordinances and Action Items Agenda Ready File created:In control:5/22/2018 City Council On agenda:Final action:6/19/2018 Title:Subject: Ordinance amendment of the collection procedures for the City's Transient Occupancy Tax (TOT), which is a tax imposed on travelers when they rent accommodations within the City pursuant to Cupertino Municipal Code Title 3, Chapter 3.12 Sponsors: Indexes: Code sections: Attachments:Staff Report A - Draft Ordinance B - Redlined Changes Action ByDate Action ResultVer. City Council6/19/2018 1 Subject: Ordinance amendment of the collection procedures for the City's Transient Occupancy Tax (TOT), which is a tax imposed on travelers when they rent accommodations within the City pursuant to Cupertino Municipal Code Title 3, Chapter 3.12 1. Conduct the first reading of Ordinance No. 18-2174: "An Ordinance of the City Council of the City of Cupertino amending Chapter 3.12 of the Municipal Code to provide for the collection of transient occupancy taxes from short-term rentals using internet-based/social media platforms"; and 2. Schedule the second reading of the ordinance for July 3 CITY OF CUPERTINO Printed on 6/13/2018Page 1 of 1 powered by Legistar™247 1 OFFICE OF THE CITY MANAGER CITY HALL 10 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3212 www.cupertino.org TELEPHONE: (408) 777-7603 www.cupertino.org CITY COUNCIL STAFF REPORT Meeting: June 19, 2018 Subject Ordinance amendment of the collection procedures for the City’s Transient Occupancy Tax (TOT), which is a tax imposed on travelers when they rent accommodations within the City pursuant to Cupertino Municipal Code Title 3, Chapter 3.12 Recommended Action 1. Conduct the first reading of the draft ordinance: "An Ordinance of the City Council of the City of Cupertino amending Chapter 3.12 of the Municipal Code to provide for the collection of transient occupancy taxes from short -term rentals using internet- based/social media platforms"; and 2. Schedule the second reading of the ordinance for July 3. Background Short-term rentals (STRs) fall under the definition of “hotel” under Cupertino’s TOT regulations (Section 3.12.020 of Chapter 3.12, Transient Occupancy Tax). People or “transients” occupying these short-term rentals are subject to a 12% TOT on the rent charged during the first 30 days of occupancy. Proprietors or “operators” of these short - term rentals are required to collect TOT from short-term renters or “transients”. To date, the City has not received any TOT remittances from short-term rental operators in the City. At a study session on February 5, 2018, Council directed staff to pursue a voluntary collection agreement (VCA) with STR platforms like Airbnb. Discussion The City’s TOT Ordinance currently requires hosts to collect and remit TOT to the City. The proposed amendment adds a definition for internet-based/social media platforms, like Airbnb, and authorizes such platforms to collect and remit TOT on behalf of hosts if a voluntary collection agreement exists between the platform and the City. 248 2 This will allow the City to enter into a VCA with Airbnb and begin collecting TOT from hosts who use the Airbnb platform. It is estimated that there are about 300 short -term rentals in the City, mostly listed on Airbnb. Sustainability Impact No impact. Fiscal Impact This ordinance change will allow the City to enter into a VCA with Airbnb, which is expected to generate approximately $350,000 per year. Prepared by: Jaqui Guzmán, Deputy City Manager Approved for Submission by: David Brandt, City Manager Attachments: A – Draft Ordinance B – Redlined Changes 249 ORDINANCE NO. 18- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CUPERTINO AMENDING CHAPTER 3.12 OF THE MUNICIPAL CODE TO PROVIDE FOR THE COLLECTION OF TRANSIENT OCCUPANCY TAXES FROM SHORT-TERM RENTALS USING INTERNET-BASED/SOCIAL MEDIA PLATFORMS WHEREAS, since 1965 transient guests have paid a Transient Occupancy Tax (TOT) on hotel rooms in Cupertino. Like many other California cities, Cupertino uses this funding to provide essential public services through its general fund; and WHEREAS, the rate of the TOT has been twelve percent (12%) since 2011; and WHEREAS, all short term rental operators who rent accommodations within the City are subject to the City’s TOT ordinance but historically have not paid TOT to the City of Cupertino; and WHEREAS, the short-term rentals market is increasingly occupied by internet-based/social media platforms, such as Airbnb, HomeAway, FlipKey and VRBO. These businesses operate online marketplaces for owners and/or operators of real property to lease or rent short-term lodging, operating as a broker and receiving fees for booking services; and WHEREAS, internet-based/social media platforms may be able and willing to collect and remit TOT to the City of Cupertino on behalf of their platform users, including entering into voluntary collection agreements with the City, which would assist the City’s collection efforts and increase TOT revenue for the City; and WHEREAS, the City Council finds that amending the TOT ordinance is appropriate and advisable to define internet-based/social media platforms and provide for the collection of TOT from owners and/or operators of real property who use these platforms to lease or rent short-term lodging for short-term rentals, including the authority for the City to enter into contractual arrangements or voluntary collection agreements with internet-based/social media platforms for collection of TOT revenue. NOW, THEREFORE, the Council of the City of Cupertino does ordain as follows: SECTION ONE - Chapter 3.12 of the Cupertino Municipal Code is hereby amended to read as follows: 3.12.010 Short Title. This chapter shall be known as the “uniform transient occupancy tax ordinance” of the City. 3.12.020 Definitions. Except where the context otherwise requires, the definitions given in this section govern the construction of this chapter: 250 A. “Person” means any individual, firm, partnership, joint venture, association, social club, fraternal organization, joint stock company, corporation, estate, trust, business trust, receiver, trustee, syndicate, or any other group or combination acting as a unit; B. “Hotel” means any structure, or any portion of any structure, which is occupied or intended or designed for short-term occupancy by transients for dwelling, lodging or sleeping purposes, and includes any hotel, inn, tourist home or house, motel, studio hotel, bachelor hotel, lodging house, rooming house, apartment house, dormitory, public or private club, mobile home or house trailer at a fixed location, or other similar structure or portion thereof; C. “Occupancy” means the use or possession, or the right to the use or possession of any room or rooms or portion thereof, in any hotel for dwelling, lodging or sleeping purposes; D. “Transient” means any person who exercises occupancy or is entitled to occupancy by reason of concession, permit, right of access, license or other agreement for a period of thirty consecutive calendar days or less, counting portions of calendar days as full days. Any such person so occupying space in a hotel shall be deemed to be a transient until the period of thirty days has expired unless there is an agreement in writing between the operator and the occupant providing for a longer period of occupancy. In determining whether a person is a transient, uninterrupted periods of time extending both prior and subsequent to the effective date of the ordinance codified herein may be considered. “Transient” includes persons who book accommodations through internet-based/social host platforms; E. “Rent” means the consideration charged, whether or not received, for the occupancy of space in a hotel valued in money, whether to be received in money, goods, labor or otherwise, including all receipts, cash, credits and property and services of any kind or nature, without any deduction therefrom whatsoever; F. “Operator” means the person who is proprietor of the hotel, whether in the capacity of owner, lessee, sublessee, mortgagee in possession, licensee, or any other capacity. Where the operator performs his functions through a managing agent of any type or character other than an employee, the managing agent shall also be deemed an operator for the purposes of this chapter and shall have the same duties and liabilities as his principal. Compliance with the provisions of this chapter by either the principal or the managing agent shall, however, be considered to be compliance by both; G. “Tax Administrator” means the City’s Director of Administrative Services or designee. H. “Internet-based/social media platform” means a business, such as Airbnb, HomeAway, FlipKey, and VRBO, that operates an online marketplace for owners and/or operators of real property to lease or rent short-term lodging, operating as a broker and receiving fees for booking services. 3.12.030 Imposition. For the privilege of occupancy in any hotel, each transient is subject to and shall pay a tax in the amount of twelve percent of the rent charged by the operator. The tax constitutes a debt owed by the transient to the City, which is extinguished only by payment to the operator or to the City. The transient shall pay the tax to the operator of the hotel at the time the rent is paid. If the rent is paid in installments, a proportionate share of the tax shall be paid with each installment. The unpaid tax shall be due upon the transient’s ceasing to occupy space in the 251 hotel. If for any reason the tax due is not paid to the operator of the hotel, the Tax Administrator may require that such tax is paid directly to the Tax Administrator. 3.12.050 Operator’s Duties. Each operator shall collect the tax imposed by this chapter to the same extent and at the same time as the rent is collected from every transient. The amount of tax shall be separately stated from the amount of the rent charged, and each transient shall receive a receipt for payment from the operator. No operator of a hotel shall advertise or state in any manner, whether directly or indirectly, that the tax or any part thereof will be assumed or absorbed by the operator, or that it will not be added to the rent, or that, if added, any part will be refunded except in the manner hereinafter provided. For short-term rentals conducted through internet-based/social media platforms, the owners and/or operators of those platforms may be authorized by City to collect and remit taxes, in lieu of the owners and/or operators of the leased property. 3.12.060 Registration. Within thirty days after the effective date of the ordinance codified herein, or within thirty days after commencing business, whichever is later, each operator of any hotel renting occupancy to transients shall register the hotel with the Tax Administrator and obtain from him a “Transient Occupancy Registration Certificate” to be at all times posted in a conspicuous place on the premises. The certificate shall, among other things, state the following: A. The name of the operator; B. The address of the hotel; C. The date upon which the certificate was issued; D. This “Transient Occupancy Registration Certificate” signifies that the person named on the face hereof has fulfilled the requirements of the Uniform Transient Occupancy Tax Ordinance by registering with the Tax Administrator for the purpose of collecting from transients the Transient Occupancy Tax and remitting said tax to the Tax Administrator. This certificate does not authorize any person to conduct any unlawful business or to conduct any lawful business in an unlawful manner, nor to operate a hotel without strictly complying with all local applicable laws, including but not limited to those requiring a permit from any board, commission, department or office of this city. This certificate does not constitute a permit. 3.12.070 Reporting and Remitting. Each operator shall, on or before the last day of the month following the close of each calendar quarter, or at the close of any shorter reporting period which may be established by the Tax Administrator, make a return to the Tax Administrator, on forms provided by him, of the total rents charged and received and the amount of tax collected for transient occupancies. At the time the return is filed, the full amount of the tax collected shall be remitted to the Tax Administrator. The Tax Administrator may establish shorter reporting periods for any certificate holder if he deems it necessary in order to insure collection of the tax and he may require further information in the return. Returns and payments are due immediately upon cessation of business for any reason. All taxes collected by operators pursuant to this chapter shall be held in trust for the account of the City until payment thereof is made to the Tax Administrator. Where a transient pays rent in connection with lodging booked via an internet-based/social media platform, the operator of the property may be relieved of the duty to collect taxes only if the 252 internet-based/social media platform has entered into an agreement with the City for the collection and remittance of transient occupancy taxes. 3.12.080 Penalties and Interest. A. Original Delinquency. Any operator who fails to remit any tax imposed by this chapter within the time required shall pay a penalty often percent of the amount of the tax in addition to the amount of the tax. B. Continued Delinquency. Any operator who fails to remit any delinquent remittance on or before a period of thirty days following the date on which the remittance first became delinquent shall pay a second delinquency penalty of ten percent of the amount of the tax in addition to the amount of the tax and the ten percent penalty first imposed. C. Fraud. If the Tax Administrator determines that the nonpayment of any remittance due under this chapter is due to fraud, a penalty of twenty-five percent of the amount of the tax shall be added thereto in addition to the penalties stated in subparagraphs A. and B. of this section. D. Interest. In addition to the penalties imposed, any operator who fails to remit any tax imposed by this chapter shall pay interest at the rate of one-half of one percent per month or fraction thereof on the amount of the tax, exclusive of penalties, from the date on which the remittance first became delinquent until paid. E. Penalties Merged With Tax. Every penalty imposed and such interest as accrues under the provisions of this section shall become a part of the tax herein required to be paid. 3.12.090 Failure to Collect and Report Tax--Determination of Tax by Tax Administrator. If any operator fails or refuses to collect said tax and to make, within the time provided in this chapter, any report and remittance of said tax or any portion thereof required by this chapter, the Tax Administrator shall proceed in such manner as he may deem best to obtain facts and information on which to base his estimate of the tax due. As soon as the Tax Administrator procures such facts and information as he is able to obtain upon which to base the assessment of any tax imposed by this chapter and payable by any operator who has failed or refused to collect the same and to make such report and remittance, he shall proceed to determine and assess against such operator the tax, interest and penalties provided for by this chapter. In case such determination is made, the Tax Administrator shall give a notice of the amount so assessed by serving it personally or by depositing it in the United States mail, postage prepaid, addressed to the operator so assessed at his last known place of address. Such operator may within ten days after the serving or mailing of such notice make application in writing to the Tax Administrator for a hearing on the amount assessed. If application by the operator for a hearing is not made within the time prescribed, the tax, interest and penalties, if any, determined by the Tax Administrator shall become final and conclusive and immediately due and payable. If such application is made, the Tax Administrator shall give not less than five days written notice in the manner prescribed herein to the operator to show cause at a time and place fixed in said notice why said amount specified therein should not be fixed for such tax, interest and penalties. At such hearing, the operator may appear and offer evidence why such specified tax, interest and penalties should not be so fixed. After such hearing the Tax Administrator shall determine the proper tax to be remitted and shall thereafter give written notice to the person in the manner 253 prescribed herein of such determination and the amount of such tax, interest and penalties. The amount determined to be due shall be payable after fifteen days unless an appeal is taken as provided in Section 3.12.100. 3.12.100 Appeal. Any operator aggrieved by any decision of the Tax Administrator with respect to the amount of such tax, interest and penalties, if any, may appeal to the Council by filing a notice of appeal with the City Clerk within fifteen days of the serving or mailing of the determination of tax due. The Council shall fix a time and place for hearing such appeal, and the City clerk shall give notice in writing to such operator at his last known place of address. The findings of the Council shall be final and conclusive and shall be served upon the appellant in the manner prescribed above for service of notice of hearing. Any amount found to be due shall be immediately due and payable upon the service of notice. 3.12.110 Records. It shall be the duty of every operator liable for the collection and payment to the City of any tax imposed by this chapter to keep and preserve, for a period of three years, all records as may be necessary to determine the amount of such tax as he may have been liable for the collection of and payment to the City, which records the Tax Administrator shall have the right to inspect at all reasonable times. 3.12.120 Refunds. A. Whenever the amount of any tax, interest or penalty has been overpaid or paid more than once or has been erroneously or illegally collected or received by the City under this chapter it may be refunded as provided in subparagraphs B. and C. of this section provided a claim in writing therefor, stating under penalty of perjury the specific grounds upon which the claim is founded, is filed with the Tax Administrator within three years of the date of payment. The claim shall be on forms furnished by the Tax Administrator. B. An operator may claim a refund or take as credit against taxes collected and remitted the amount overpaid, paid more than once or erroneously or illegally collected or received when it is established in a manner prescribed by the Tax Administrator that the person from whom the tax has been collected was not a transient; provided, however, that neither a refund nor a credit shall be allowed unless the amount of the tax so collected has either been refunded to the transient or credited to rent subsequently payable by the transient to the operator. C. A transient may obtain a refund of taxes overpaid or paid more than once or erroneously or illegally collected or received by the City by filing a claim in the manner provided in subparagraph A. of this section, but only when the tax was paid by the transient directly to the Tax Administrator, or when the transient having paid the tax to the operator, establishes to the satisfaction of the Tax Administrator that the transient has been unable to obtain a refund from the operator who collected the tax. D. No refund shall be paid under the provisions of this section unless the claimant establishes his right thereto by written records showing entitlement thereto. 3.12.130 Actions to Collect. Any tax required to be paid by any transient under the provisions of this chapter shall be deemed a debt owed by the transient to the City. Any such tax collected by an operator which has not been paid to the City shall be deemed a debt owed by the operator to the City. Any 254 person owing money to the City under the provisions of this chapter shall be liable to an action brought in the name of the City for the recovery of such amount. 3.12.140 Violation–Penalty. Any person who violates the provisions of this chapter shall be guilty of an infraction and upon conviction thereof shall be punished as provided in Chapter 1.12. SECTION TWO - CEQA EXEMPTION. The City Council finds, based on its own independent judgment, that the proposed amendments to the Cupertino Municipal Code are exempt from requirements of the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15061(b)(3) in that the proposed amendments are not a project which has the potential for causing a significant effect on the environment. A notice of Exemption will be filed with the County Clerk. SECTION THREE - INCONSISTENCIES REPEALED. This Ordinance is intended to be controlling on the authority to approve plans and designs of public improvements, and shall supersede all prior ordinances, resolutions, rules, or regulations that are in conflict herewith. Any provisions of the Cupertino Municipal Code, or appendices thereto, or any other ordinance of the City inconsistent herewith, are repealed only to the extent of such inconsistencies and no further. SECTION FOUR - IMPLEMENTATION. The City Council hereby authorizes and directs the City Manager to take any action and sign any documents necessary to implement this Ordinance. SECTION FIVE - SEVERABILITY. If any section, subsection, sentence, clause or phrase of this Ordinance is for any reason held by a court of competent jurisdiction to be invalid, such a decision shall not affect the validity of the remaining portions of this Ordinance. The Council of the City of Cupertino hereby declares that they would have passed this Ordinance and each section or subsection, sentence, clause and phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid. SECTION SIX - EFFECTIVE DATE; PUBLICATION. The City Clerk is directed to post and publish this Ordinance in accordance with law in a newspaper of general circulation printed and published in the County of Santa Clara, or as otherwise required by law. This ordinance shall take effect thirty (30) days after adoption. INTRODUCED at a regular meeting of the City Council of the City of Cupertino the 19th day of June, 2018 and ENACTED at a regular meeting of the City Council of the City of Cupertino the ___________, by the following vote: 255 Vote: Members of the City Council Ayes: Noes: Absent: Abstain: ATTEST: APPROVED: ______________________ ______________________ Grace Schmidt, City Clerk Darcy Paul, Mayor, City of Cupertino 256 1 6.12.18 draft 3.12.010 Short Title. This chapter shall be known as the “uniform transient occupancy tax ordinance” of the City. 3.12.020 Definitions. Except where the context otherwise requires, the definitions given in this section govern the construction of this chapter: A. “Person” means any individual, firm, partnership, joint venture, association, social club, fraternal organization, joint stock company, corporation, estate, trust, business trust, receiver, trustee, syndicate, or any other group or combination acting as a unit; B. “Hotel” means any structure, or any portion of any structure, which is occupied or intended or designed for short-term occupancy by transients for dwelling, lodging or sleeping purposes, and includes any hotel, inn, tourist home or house, motel, studio hotel, bachelor hotel, lodging house, rooming house, apartment house, dormitory, public or private club, mobile home or house trailer at a fixed location, or other similar structure or portion thereof; C. “Occupancy” means the use or possession, or the right to the use or possession of any room or rooms or portion thereof, in any hotel for dwelling, lodging or sleeping purposes; D. “Transient” means any person who exercises occupancy or is entitled to occupancy by reason of concession, permit, right of access, license or other agreement for a period of thirty consecutive calendar days or less, counting portions of calendar days as full days. Any such person so occupying space in a hotel shall be deemed to be a transient until the period of thirty days has expired unless there is an agreement in writing between the operator and the occupant providing for a longer period of occupancy. In determining whether a person is a transient, uninterrupted periods of time extending both prior and subsequent to the effective date of the ordinance codified herein may be considered. “Transient” includes persons who book accommodations through internet-based/social host platforms; E. “Rent” means the consideration charged, whether or not received, for the occupancy of space in a hotel valued in money, whether to be received in money, goods, labor or otherwise, including all receipts, cash, credits and property and services of any kind or nature, without any deduction therefrom whatsoever; F. “Operator” means the person who is proprietor of the hotel, whether in the capacity of owner, lessee, sublessee, mortgagee in possession, licensee, or any other capacity. Where the operator performs his functions through a managing agent of any type or character other than an employee, the managing agent shall also be deemed an operator for the purposes of this chapter and shall have the same duties and liabilities as his principal. Compliance with the provisions of this chapter by either the principal or the managing agent shall, however, be considered to be compliance by both; G. “Tax Administrator” means the City’s Director of Administrative Services or designee. H. “Internet-based/social media platform” means a business, such as Airbnb, HomeAway, FlipKey, and VRBO, that operates an online marketplace for owners and/or operators of real property to lease or rent short-term lodging, operating as a broker and receiving fees for booking services. 257 2 6.12.18 draft 3.12.030 Imposition. For the privilege of occupancy in any hotel, each transient is subject to and shall pay a tax in the amount of twelve percent of the rent charged by the operator. The tax constitutes a debt owed by the transient to the City, which is extinguished only by payment to the operator or to the City. The transient shall pay the tax to the operator of the hotel at the time the rent is paid. If the rent is paid in installments, a proportionate share of the tax shall be paid with each installment. The unpaid tax shall be due upon the transient’s ceasing to occupy space in the hotel. If for any reason the tax due is not paid to the operator of the hotel, the Tax Administrator may require that such tax is paid directly to the Tax Administrator. 3.12.050 Operator’s Duties. Each operator shall collect the tax imposed by this chapter to the same extent and at the same time as the rent is collected from every transient. The amount of tax shall be separately stated from the amount of the rent charged, and each transient shall receive a receipt for payment from the operator. No operator of a hotel shall advertise or state in any manner, whether directly or indirectly, that the tax or any part thereof will be assumed or absorbed by the operator, or that it will not be added to the rent, or that, if added, any part will be refunded except in the manner hereinafter provided. For short-term rentals conducted through internet-based/social media platforms, the owners and/or operators of those platforms may be authorized by City to collect and remit taxes, in lieu of the owners and/or operators of the leased property. 3.12.060 Registration. Within thirty days after the effective date of the ordinance codified herein, or within thirty days after commencing business, whichever is later, each operator of any hotel renting occupancy to transients shall register the hotel with the Tax Administrator and obtain from him a “Transient Occupancy Registration Certificate” to be at all times posted in a conspicuous place on the premises. The certificate shall, among other things, state the following: A. The name of the operator; B. The address of the hotel; C. The date upon which the certificate was issued; D. This “Transient Occupancy Registration Certificate” signifies that the person named on the face hereof has fulfilled the requirements of the Uniform Transient Occupancy Tax Ordinance by registering with the Tax Administrator for the purpose of collecting from transients the Transient Occupancy Tax and remitting said tax to the Tax Administrator. This certificate does not authorize any person to conduct any unlawful business or to conduct any lawful business in an unlawful manner, nor to operate a hotel without strictly complying with all local applicable laws, including but not limited to those requiring a permit from any board, commission, department or office of this city. This certificate does not constitute a permit. 3.12.070 Reporting and Remitting. Each operator shall, on or before the last day of the month following the close of each calendar quarter, or at the close of any shorter reporting period which may be established by the Tax Administrator, make a return to the Tax Administrator, on forms provided by him, of the total 258 3 6.12.18 draft rents charged and received and the amount of tax collected for transient occupancies. At the time the return is filed, the full amount of the tax collected shall be remitted to the Tax Administrator. The Tax Administrator may establish shorter reporting periods for any certificate holder if he deems it necessary in order to insure collection of the tax and he may require further information in the return. Returns and payments are due immediately upon cessation of business for any reason. All taxes collected by operators pursuant to this chapter shall be held in trust for the account of the City until payment thereof is made to the Tax Administrator. Where a transient pays rent in connection with lodging booked via an internet-based/social media platform, the operator of the property may be relieved of the duty to collect taxes only if the internet-based/social media platform has entered into an agreement with the City for the collection and remittance of transient occupancy taxes. 3.12.080 Penalties and Interest. A. Original Delinquency. Any operator who fails to remit any tax imposed by this chapter within the time required shall pay a penalty often percent of the amount of the tax in addition to the amount of the tax. B. Continued Delinquency. Any operator who fails to remit any delinquent remittance on or before a period of thirty days following the date on which the remittance first became delinquent shall pay a second delinquency penalty of ten percent of the amount of the tax in addition to the amount of the tax and the ten percent penalty first imposed. C. Fraud. If the Tax Administrator determines that the nonpayment of any remittance due under this chapter is due to fraud, a penalty of twenty-five percent of the amount of the tax shall be added thereto in addition to the penalties stated in subparagraphs A. and B. of this section. D. Interest. In addition to the penalties imposed, any operator who fails to remit any tax imposed by this chapter shall pay interest at the rate of one-half of one percent per month or fraction thereof on the amount of the tax, exclusive of penalties, from the date on which the remittance first became delinquent until paid. E. Penalties Merged With Tax. Every penalty imposed and such interest as accrues under the provisions of this section shall become a part of the tax herein required to be paid. 3.12.090 Failure to Collect and Report Tax--Determination of Tax by Tax Administrator. If any operator fails or refuses to collect said tax and to make, within the time provided in this chapter, any report and remittance of said tax or any portion thereof required by this chapter, the Tax Administrator shall proceed in such manner as he may deem best to obtain facts and information on which to base his estimate of the tax due. As soon as the Tax Administrator procures such facts and information as he is able to obtain upon which to base the assessment of any tax imposed by this chapter and payable by any operator who has failed or refused to collect the same and to make such report and remittance, he shall proceed to determine and assess against such operator the tax, interest and penalties provided for by this chapter. In case such determination is made, the Tax Administrator shall give a notice of the amount so assessed by serving it personally or by depositing it in the United States mail, postage prepaid, addressed to the operator so assessed at his last known place of address. Such operator may within ten days 259 4 6.12.18 draft after the serving or mailing of such notice make application in writing to the Tax Administrator for a hearing on the amount assessed. If application by the operator for a hearing is not made within the time prescribed, the tax, interest and penalties, if any, determined by the Tax Administrator shall become final and conclusive and immediately due and payable. If such application is made, the Tax Administrator shall give not less than five days written notice in the manner prescribed herein to the operator to show cause at a time and place fixed in said notice why said amount specified therein should not be fixed for such tax, interest and penalties. At such hearing, the operator may appear and offer evidence why such specified tax, interest and penalties should not be so fixed. After such hearing the Tax Administrator shall determine the proper tax to be remitted and shall thereafter give written notice to the person in the manner prescribed herein of such determination and the amount of such tax, interest and penalties. The amount determined to be due shall be payable after fifteen days unless an appeal is taken as provided in Section 3.12.100. 3.12.100 Appeal. Any operator aggrieved by any decision of the Tax Administrator with respect to the amount of such tax, interest and penalties, if any, may appeal to the Council by filing a notice of appeal with the City Clerk within fifteen days of the serving or mailing of the determination of tax due. The Council shall fix a time and place for hearing such appeal, and the City clerk shall give notice in writing to such operator at his last known place of address. The findings of the Council shall be final and conclusive and shall be served upon the appellant in the manner prescribed above for service of notice of hearing. Any amount found to be due shall be immediately due and payable upon the service of notice. 3.12.110 Records. It shall be the duty of every operator liable for the collection and payment to the City of any tax imposed by this chapter to keep and preserve, for a period of three years, all records as may be necessary to determine the amount of such tax as he may have been liable for the collection of and payment to the City, which records the Tax Administrator shall have the right to inspect at all reasonable times. 3.12.120 Refunds. A. Whenever the amount of any tax, interest or penalty has been overpaid or paid more than once or has been erroneously or illegally collected or received by the City under this chapter it may be refunded as provided in subparagraphs B. and C. of this section provided a claim in writing therefor, stating under penalty of perjury the specific grounds upon which the claim is founded, is filed with the Tax Administrator within three years of the date of payment. The claim shall be on forms furnished by the Tax Administrator. B. An operator may claim a refund or take as credit against taxes collected and remitted the amount overpaid, paid more than once or erroneously or illegally collected or received when it is established in a manner prescribed by the Tax Administrator that the person from whom the tax has been collected was not a transient; provided, however, that neither a refund nor a credit shall be allowed unless the amount of the tax so collected has either been refunded to the transient or credited to rent subsequently payable by the transient to the operator. 260 5 6.12.18 draft C. A transient may obtain a refund of taxes overpaid or paid more than once or erroneously or illegally collected or received by the City by filing a claim in the manner provided in subparagraph A. of this section, but only when the tax was paid by the transient directly to the Tax Administrator, or when the transient having paid the tax to the operator, establishes to the satisfaction of the Tax Administrator that the transient has been unable to obtain a refund from the operator who collected the tax. D. No refund shall be paid under the provisions of this section unless the claimant establishes his right thereto by written records showing entitlement thereto. 3.12.130 Actions to Collect. Any tax required to be paid by any transient under the provisions of this chapter shall be deemed a debt owed by the transient to the City. Any such tax collected by an operator which has not been paid to the City shall be deemed a debt owed by the operator to the City. Any person owing money to the City under the provisions of this chapter shall be liable to an action brought in the name of the City for the recovery of such amount. 3.12.140 Violation–Penalty. Any person who violates the provisions of this chapter shall be guilty of an infraction and upon conviction thereof shall be punished as provided in Chapter 1.12. 261 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:118-4038 Name: Status:Type:Ordinances and Action Items Agenda Ready File created:In control:5/30/2018 City Council On agenda:Final action:6/19/2018 Title:Subject: Designation of voting delegate and alternates for League of California Cities Annual Conference, September 12-14, Long Beach Sponsors: Indexes: Code sections: Attachments:Staff Report A - Conference Information Action ByDate Action ResultVer. City Council6/19/2018 1 Subject: Designation of voting delegate and alternates for League of California Cities Annual Conference, September 12-14, Long Beach Designate a voting delegate and up to two alternates for League of California Cities Annual Conference, September 12-14, Long Beach CITY OF CUPERTINO Printed on 6/13/2018Page 1 of 1 powered by Legistar™262 OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3223 www.cupertino.org CITY COUNCIL STAFF REPORT Meeting: June 19, 2018 Subject Designation of voting delegate and alternates for League of California Annual Conference, September 12-14, Long Beach. Recommended Action Designate a voting delegate and up to two alternates. Discussion The League’s 2018 Annual Conference is scheduled for September 12-14 in Long Beach. An important part of the Annual Conference is the Annual Business Meeting (at the General Assembly), scheduled for noon on Friday, September 14, at the Long Beach Convention Center. At this meeting, the League membership considers and takes action on resolutions that establish League policy. In order to vote at the Annual Business Meeting, Council must designate a voting delegate. Council may also appoint up to two alternate voting delegates, one of whom may vote in the event that the designated voting delegate is unable to serve in that capacity. Sustainability Impact None Fiscal Impact Full registration for the conference is $600 until July 18 and $650 after that date. There would be an additional car and hotel expense since this conference is in Long Beach. _____________________________________ Prepared by: Grace Schmidt, City Clerk Approved for Submission by: David Brandt, City Manager Attachments: A - Conference Information 263 264 265 266 267 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:117-3269 Name: Status:Type:Reports by Council and Staff Agenda Ready File created:In control:11/13/2017 City Council On agenda:Final action:6/19/2018 Title:Subject: Report on Committee assignments and general comments Sponsors: Indexes: Code sections: Attachments: Action ByDate Action ResultVer. City Council6/19/2018 1 Subject: Report on Committee assignments and general comments Report on Committee assignments and general comments CITY OF CUPERTINO Printed on 6/13/2018Page 1 of 1 powered by Legistar™268