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19-058 Aman Sehgal, Principal ConsultantCITY OF m PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1.PARTIES This Agreement is made and entered into as of _F _eb_2_4_th_2_0_1_9 ___________ _ ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and Aman Sehgal ("Contractor"), a Principal Consultant for Sehgal Advisors 2.SERVICES Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. 3.TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on 1_2 _/2_7_/_2_0_19 ____ _ ("Contract Time"), unless tem1inated earlier as provided herein. Contractor's Services shall begin on 02/24/2019 and shall be completed by 0_9_/_30_/2_0_1_9 _____ _ 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4.COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $ $15 800 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. City Project Broadband APP planning and partner selection process. Page I of 8 ProfessionaVC011s11/ti11g Contract.r /Versio11: May 22. 20/8 5.INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications. Contractor warrants on behalfofitself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6.PROPRIETARY /CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7.OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document or other information or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City and shall not be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. City Project Broadband APP planning and panner selection process. Page 2 of 8 Professional!Cons11/ling Conlracts /Version: May 22, 2018 .. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a)The original Services for which Contractor was hired; (b)Completion of the original Services by others; (c)Subsequent additions to the original Services; and/or (d)Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8.RECORDS Contractor must maintain complete and accurate accounting records relating to its perfonnance in accordance with generally accepted accounting principles. The records must include detailed infonnation of Contractor's perfonnance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 9.ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10.PUBLICITY/ SIGNS Any publicity generated by Contractor for the project under this Agreement, during the tenn of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11.INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold City Project Broadband APP planning and partner selection process. Page 3 of 8 Professio11a/!Cons11/ti11g Contracts !Version: May 22, 20/8 harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants ("Indemni tees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a)Breach of contract, obligations, representations or warranties; (b)Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d)Unauthorized use or disclosure of City's confidential and proprietary Information; (e)Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim, in accordance with California Public Contract Code Section 9201. At City's request, Contractor will assist City in the defense of a claim, dispute or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 12.INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13.COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees pe1forming the Services, as required by the Immigration Reform and Control Act. City Project Broadband APP planning and partner seleclion process. Page 4 of8 Professio11al/Co11s11/ting Colllracts /Version: May 22, 20/8 ............. __________________ ..... 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14.PROJECT COORDINATION City Project Manager. The City assigns e,,· \ \ t-t,(-\-c,\'\t,\ \ as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns none ------------as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City's Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15.ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be City Project Broadband APP planning and partner selection process. Page 5 of 8 ProfessionaUConsulting Contracts /Version: May 22. 2018 • Joi ... h ... - - -� given reasonable time to assemble the work and close out the Services. With City's pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16.TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17.GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18.ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19.THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20.WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21.ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or wTitten, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. City Project Broadband APP planning and partner selection process. Page 6 of 8 Professio11al/Cons11/Ji11g Contracts !Version: May 22, 2018 22.INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23.HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24.SEVERABILITY /PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25.SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26.NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino 10300 Torre Ave., Cupertino CA 95014 Attention: Bill Mitchell Email: billm@cupertino.org 27.VALIDITY OF CONTRACT To Contractor: Aman Sehgal ---�--------53 l 2 arezzo way san jose, ca 9513 8 Attention: Aman Sehgal Email: asehga153 l2@gmail.com This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3 .22 and 3 .23, as amended from time to time, (b)is signed by the City Manager or an authorized designee, and (c) is approved for form by the City Attorney's Office. City Project Broadband RPP planning and partner selection process. Page 7 of 8 Professional!Co11s11/ting Contracts /Version: May 22, 2018 • 28.EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONTRACTOR Aman Sehgal Name Aman Sehgal Title Principal Consultant Date 02/25/2019 Tax I.D. No.: 563752721 ------ APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: ��it-r J-11City Clerk CITY OF CUPERTINO A Municipal Corporation Name Bill Mitchell Title CTO ---------- Date 3/27/2019 City Project Broadband APP planning and partner selection process Page 8 of 8 Professional!Cons11/ti11[!. Co111rac1s /I 'ersion: May 2'1. 2018 Exhibit A Proposal for Developing RFP Prepared For: City of Cupertino Bill Mitchell Chief Technology Officer Innovation Technology BillM@cupertino.org ( 408)777-1333 Prepared By: Aman Sehgal Principal Sehgal Advisors Asehgal5312@gmail.com 408-718-8758 Task 1 -with an option to include Task 2 as needed: Sehgal Advisors will prepare an RFP to develop a comprehensive Wireless and Fiber Master Plan, consistent with the existing Cupertino Wireless Master Plan for the city of Cupertino covering -Wireless Antenna (including small cells, micro cells, and other wireless service facilities), Dig Once policy, 5G, IOT, Smart Parking, Alert Systems, and other Fiber broadband related next generation services including recommend ations for locations and expansion of a city owned fiber/conduit networks. The RFP will evaluate and measure respondent's qualifications and experience to assist the City in the broadband deployment as chosen by City of Cupertino: RFP Tasks Sehgal Advisors will be involved in, but not limited to - •April 30, 2019 RFP Released (Sehgal Advisors will be involved in sending the RFP to other knowbroadband players to get more responses) •May 30, 2019 Deadline to submit Letter of Intent to Respond (City of Cupertino)•June 30, 2019 Deadline to submit Questions •July 15, 2019 Answers to Questions posted to respondents•August 9,2019 Proposal Submission to RFP Due(the dates above are only placeholders for now) Pricing including expenses $9,300 Sehgal Advisor's will bill the City at the time of the final delivery of the RFP (April 151h, 2019). Invoices are payable on net 30 terms from the date of invoice. Task 2: Optional Sehgal Financial will assist the City of Cupertino in selecting the best broadband partner and negotiate a contract between the City and the best bidder for a partner to the City's broadband infrastructure. Selection Process tasks Sehgal Advisors will be involved in - •August XX,2019 RFP Proposal Review •August XX 2019 Prospers interviews to begin •September XX 2019 Proposal shortlist •November XX 2019 Final Negotiations •Proposals are to be submitted to: Bill Mitchell Pricing including expenses $6,500 Sehgal Services will bill the City after the project will be completed. Travel and incidental expenses will be billed as incurred. Invoices are payable on net 30 terms from the date of invoice. ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) � 03/19/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Michael Coffey NAME: State Farm Sehgal Financial Services, LLC PA��N,t Con, 408-320-1022 I FAX IA/C No\: A® 19680 Stevens Creek Boulevard E-MAIL michael.colfey.ydjt@statefarm.com ADDRESS: INSURER(Sl AFFORDING COVERAGE NAIC# San Jose CA 95138 INSURER A: State Farm General Insurance Company 25151 INSURED INSURER B: Sehgal Advisors INSURER C: 5312 Arezzo Way INSURER D: INSURER E: San Jose CA 95138 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE X COMMERCIAL GENERAL LIABILITY D CLAIMS-MADE [Z] OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: zi D PRO-POLICY JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO DLOC r-OWNED z SCHEDULED r-AUTOS ONLY AUTOS HIRED NON-OWNED r-AUTOS ONLY -AUTOS ONLY UMBRELLA LIAB H OCCUR EXCESS LIAB CLAIMS-MADE OED I I RETENTION$ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below ADDL SUBR /OLICY EFF ,��T6iM�1,.,�n un,n POLICY NUMBER MM/ODNYYY\ y y 97C9V4740 03/18/2019 03/19/2020 428 1420 A01 05 01/01/2019 07/01/2019 N/A LIMITS EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence! MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS -COMP/OP AGG COMBINED SINGLE LIMIT (Ea accident! BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE{Per accident) EACH OCCURRENCE AGGREGATE I PER I STATUTE I OTH-ER E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE -POLICY LIMIT DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) $ 2,000,000 $ 300,000 $ 5,000 $ 2,000,000 $ 4,000,000 $ 4,000,000 $ $ $ 1,000,000 $ 1,000,000 $ 1,000,000 $ $ $ $ $ $ $ City of Cupertino, its City Council, Bards and commission, Officers, Officials, Employees, Agents, Servants, Volunteers and Consultants are named as additional insureds This insurance is primary and any and all other insurance is considered excess and non-contributory CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino CA 95014-3202 I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 1001486 132849.12 03-16-2016 SM PolicyNo. 97C9V4740 0280-FMC CMP-4786.1 Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CMP-4786.1 ADDITIONAL INSURED-OWNERS, LESSEES, OR CONTRACTORS (Scheduled) This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM Policy Number: 97C9V4 7 40 Named Insured: SEHGAL ADVISORS 5312 AREZZO WAY SAN JOSE CA 95138-2207 SCHEDULE Name And Address Of Additional Insured Person Or Organization: CITY OF CUPERTINO, ITS CITY COUNCIL, BOARDS AND COMMISSIONS, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS, SERVANTS, VOLUNTEERS AND CONSULTANTS CITY OF CUPERTINO 15300 TORRE AVENUE CUPERTINO CA 95014 1.SECTION II -WHO IS AN INSURED ofSECTION II -LIABILITY is amended to in­clude, as an additional insured, any person ororganization shown in the Schedule, but onlywith respect to liability for "bodily injury","property damage", or "personal and advertis­ing injury" caused, in whole or in part, by: a.Ongoing Operations (1)Your acts or omissions; or (2)The acts or omissions of those actingon your behalf; in the performance of your ongoing opera­tions for that additional insured; or b.Products -Completed Operations "Your work" performed for that additionalinsured and included in the "products­completed operations hazard". However, Paragraph 1. above is subject to the following: a.The insurance afforded to the additionalinsured only applies to the extent permit­ted by law; b.If coverage provided to the additional in­ sured is required by a contract or agree­ ment, the insurance provided to the additional insured will not be broader than that which you are required by the contract or agreement to provide for such addition­ al insured; and c.If the contract or agreement between youand the additional insured is governed byCalifornia Civil Code Section 2782 or2782.05, the insurance provided to theadditional insured is the lesser of thatwhich: (1)Is allowed for the satisfaction of a de­fense or indemnity obligation by Cali­fornia Civil Code Section 2782 or2782.05 for your sole liability; or (2)You are required by contract oragreement to provide for such addi­tional insured. We have no duty to defend or indemnify the additional insured under this endorsement un­til a claim or "suit" is tendered to us. ©, Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CONTINUED 2.Any insurance provided to the additional in­sured shall only apply with respect to a claimmade or a "suit" brought for damages forwhich you are provided coverage. 3.With respect to the insurance afforded to theadditional insured, the following is added toSECTION II -LIMITS OF INSURANCE: If coverage provided to the additional insuredis required by contract or agreement, the mostwe will pay on behalf of the additional insuredwill be the lesser of the amount of insurance: a.Required by the contract or agreement; or b.Available under the applicable Limits OfInsurance shown in the Declarations. This endorsement shall not increase the ap­plicable Limits Of Insurance shown in the Declarations. 4.With respect to the insurance afforded to the additional insured, the following is added to Paragraph 3. Duties In The Event Of Occur­ rence, Offense, Claim Or Suit of SECTION II -GENERAL CONDITIONS: The additional insured must: a.See to it that we are notified as soon aspracticable of an "occurrence" or an of­fense which may result in a claim. To theextent possible, notice should include: (1)How, when and where the "occur­rence" or offense took place; (2)The names and addresses of any in­jured persons and witnesses; and CMP-4786.1 CMP-4786.1 Page 2 of 2 (3)The nature and location of any injuryor damage arising out of the "occur­rence" or offense; b.Tender the defense and indemnity of anyclaim or "suit" to us and to all other insur­ers who may have insurance potentiallyavailable to the additional insured; and c.Agree to make available any other insur­ance the additional insured has for de­fense or damages for which we wouldprovide coverage under SECTION II -LIABILITY. 5.With respect to the insurance afforded the ad­ditional insured, the following replaces SEC­TION II -LIABILITY of Paragraph 7. OtherInsurance of SECTION I AND SECTION 11 -COMMON POLICY CONDITIONS: a.This insurance is primary to and will notseek contribution from any other insuranceavailable to the additional insured, providedthat the additional insured is a named in­sured under such other insurance. b.Regardless of any agreement betweenyou and the additional insured, this insur­ance is excess over any other insurancewhether primary, excess, contingent or onany other basis for which the additional in­sured has been added as an additional in­sured on other policies. There will be no refund of premium in the event this endorsement is cancelled. All other policy provisions apply. 1007033 148011 08-21-2014 ©, Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Declaration of Sole Proprietorship DECLARATION AND ADDENDUM TO ALL CONTRACTS ENTERED INTO OR BID AWARDED TO: &Mftrv �H-4/r , hereinafter "Organization" For the purpose of inducing the City of Cupertino ("City") to enter into any contracts with Organization, or to go forward with any contracts awarded to Organization, l declare as follows: I am the authorized representative of Organization, an independent contractor for the purposes of workers' compensation and labor laws in the State of California. This Organization will hire no employees for work required for any bid awarded or any contract entered into with the City. All work required will be performed personally and solely by me. If the Organization hires employees to perform this contract or any portion thereof, the Organization shall obtain workers' compensation insurance and provide proof of such coverage to the City. If the Organization hires a subcontractor to perform this contract or any portion thereof, and the subcontractor has employees, then the Organization shall require its subcontractor to obtain workers' compensation insurance coverage. In the alternative, the Organization shall obtain workers' compensation insurance coverage on behalf of the subcontractor's employees. This document constitutes a declaration by the Organization against its financial interest, relative to any claims that it may assert under the applicable workers' compensation and/or labor laws against the City relating to any bid awarded or contract entered into with this Organization. The Organization shall defend, indemnify and hold harmless the City from any and all liability, claims, demands, causes of action, charges, damages, injuries, fees including attorney fees, costs and expense that may be asserted or established by any person or entity in the event the Organization hires an employee in violation of this addendum. I agree that this declaration shall constitute an addendum to any bid awarded or any contract entered into with this Organization. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. I' DATE I 7 AUTHORIZED RESPRESENTATIVE Revised, 01.01. 19 .,--.. Bill Mitchell From: Sent: To: Cc: Subject: Costamagna, Joseph <joseph.costamagna@yorkrisk.com> Friday, April 05, 2019 5:05 PM Bill Mitchell Joe Costamagna Re: FW: City of Cupertino -RFP Development This message was sent securely using Zix" Senior Consultant, Litigation Management m. 415.407.4157 o. 916.290.4614 1750 Creekside Oaks Drive, Suite 200 Sacramento, CA 95833 YORKRISK.COM Bill CUPaRTDNO From: Bill Mitchell Bill Mite hell Chief Technology Officer Innovation Technology BillM@cupertino.org (408)777-1333i)C-,000@>0 Sent: Wednesday, March 27, 2019 8:46 AM To: 'Costamagna, Joseph' <joseph.costamagna@yorkrisk.com> Subject: FW: City of Cupertino -RFP Development Hi Joe, One more question: Is a Waiver of Subrogation Endorsement required? Thanks, Bill II CYPIRTIN From: Bill Mitchell Bill Mitchell Chief Technology Officer Innovation Technology BillM@cupertino.org (408)777-1333er,ooocio Sent: Wednesday, March 27, 2019 8:36 AM 2