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19-100 Zayo Group, LLC, Business Continuity Disaster Recovery Telecom Services DocuSign Envelope ID:D14DA28C-A9F2-4E23-9E30-D4B6BBFBAOCC CITY OF PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Professional/Consulting Services Agreement("PCSA")is made and entered into as of 07/01/2019 ("Effective Date")by and between the City of Cupertino, a municipal corporation ("City"), and Zayo Group,LLC ("Contractor",together with City,the"Parties", each, a "Party"), a Limited Liability Corporation for Business Continuity/Disaster Recovery Telecom Services. 2. SERVICES Contractor agrees to provide the services and perform the tasks ("Services") set forth in Customer Orders ('defined below) executed by the Parties. Terms and conditions that apply to each type of Service are set forth in customer schedules (each a"Customer Schedule"). This PCSA, applicable Customer Schedules, Customer Orders, and any other attachments and/or addendums are hereby incorporated herein and shall collectively be referred to as the"Agreement." 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on the expiration of the Order Term for all Customer Orders or on July 31, 2022, whichever comes earlier, unless terminated earlier as provided herein. 3.2 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 Customer Orders and Maximum Compensation. City may request that Contractor provide Services by submitting a customer order in a form provided by Contractor ("Customer Order"). Each accepted Customer Order shall be subject to the Agreement. Customer Orders shall set forth the term, pricing, Service type and location(s), monthly recurring charge ("MRC"), non-recurring charge ("NRC"), and any additional terms applicable to the Services. All Customer Orders shall be subject to availability and acceptance by Contractor. Contractor acknowledges and agrees that the aggregate charges under Customer Orders under this PCSA may not exceed $89,852.40 ("Contract Price") unless otherwise agreed to in writing by the Parties in an amendment to this Agreement. 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. Contractor may commence billing and City shall be liable for payment upon the Activation Date (as defined in the applicable Service Schedule). Contractor will provide City with a monthly itemized invoice for the Services. City shall pay to Contractor Page 1 of 8 Professional/Consulting Contracts/Version:May 22,2018 DocuSign Envelope ID: D14DA28C-A9F2-4E23-9E30-D4B6BBFBAOCC all amounts due in full, without offset or reduction, within thirty (30) days from the date of the invoice ("Due Date"). Invoice amounts not paid on or before the Due Date shall bear interest at the rate of one and one-half percent (1.5%) per month or the highest lawful rate, whichever is lower. Unless otherwise stated in the Agreement, Contractor shall invoice City for any NRC upon acceptance of a Customer Order. 4.3 Invoice Disputes.If City reasonably disputes any portion of an invoice, City shall timely pay all undisputed amounts and shall notify Contractor in writing and provide detailed documentation supporting its dispute within thirty(30) days of the invoice date or City's right to any billing adjustment shall be waived. If the dispute is resolved against City, City shall pay such amounts due plus interest, as set forth in Section 4.2 above, from the date the payment was originally due. 5. INDEPENDENT CONTRACTOR 51 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 Intentionally omitted. 53 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. Contractor is fully responsible and liable for the actions of any subcontractors used for the work under this Agreement, and the terms and conditions of this Agreement will apply to any approved subcontractor. 55 Tools, Materials, and Equipment. Unless otherwise set forth in a Customer Schedule, 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. Contractor will indemnify City for violations pursuant to the indemnification provision of this Agreement. City shall be responsible for all Taxes (defined below) and Other Fees and Surcharges (defined below) arising in any jurisdiction imposed on or incident to the provision, sale, or use of Services, including but not limited to value added, consumption, sales, use, gross receipts, foreign withholding (which will be grossed up), excise, access, and bypass (collectively"Taxes") and any property, franchise, rights of way, license or permit,regulatory or other taxes, duties, fees, charges, or surcharges (collectively "Other Fees and Surcharges"), imposed on Contractor. City may present Contractor with a valid exemption certificate(in a form reasonably acceptable to Contractor) eliminating Contractor's liability to pay certain Taxes and Other Fees and Surcharges; Contractor will give effect thereto prospectively. Page 2 of 8 Professional/Consulting Contracts/Version:May 22,2018 DocuSign Envelope ID: D14DA28C-A9F2-4E23-9E30-D4B6BBFBAOCC 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. I 7. DEFAULT. If City fails to make any payment due under the Agreement and such failure continues for ten (10) days after receiving notice thereof, or if a Party fails to cure any material breach of any term of the Agreement within thirty (30) days of receiving notice of the breach from the other Party, then the non-breaching Party may: (a)terminate the Agreement in whole or in part and(b) subject to the liability limitations stated herein,pursue any available remedies at law or in equity. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 9. ASSIGNMENT Except to an affiliate or due to merger or sale of all or substantially all of Contractor's assets, 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 the other Party. Any attempt to do so will be null and void. If Contractors does assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, to an affiliate or due to merger or sale of all or substantially all of Contractor's assets, Contractor shall provide notice to the City no later than thirty (30) days after the occurrence of such event. 10. PUBLICITY/SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers,press releases,posters,brochures,public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. I i Page 3 of 8 Professional/Consulting Contracts/Version:May 22,2018 i i I I DocuSign Envelope ID: D14DA28C-A9F2-4E23-9E30-D4B6BBFBAOCC 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel,Contractor shall indemnify, defend and hold harmless City, its City Council,boards and commissions, officers,officials, employees, agents, servants, volunteers and consultants ("Indemnitees"), through legal counsel acceptable to City,' from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Material breach of contract; (b) 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-parry 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. 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. Each Party shall comply with all local, state and federal laws and regulations applicable to such Party's performance under this Agreement. Contractor will use commercially reasonable efforts to promptly notify City of changes in the law or other conditions that may affect Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. Page 4 of 8 Professional/Consulting Contracts lVersion:May 22,2018 DocuSign Envelope ID: D14DA28C-A9F2-4E23-9E30-D4B6BBFBAOCC 13.2 Labor Laws. Each Party shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor acknowledges it is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Each Parry 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. Each Party 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 Bill Mitchell, Chief Technology Officer 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 Rhonda Fought 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. Contractor may update the Representative upon notice to City, however, Contractor shall work with City in good faith in the event that a Representative is not acceptable to City. 15. LIABILITIES. 15.1 General Limitations. To the extent allowed by law, Contractor shall enjoy any statutory protections granted to utility and infrastructure providers and shall not be liable for injury to or Select one Page 6 of 8 Professional/Consulting Contracts Mersion:May 22,2018 DocuSign Envelope ID:D14DA28C-A9F2-4E23-9E30-D4B6BBFBAOCC death of any person and for damage to or loss of any property arising out of or attributable to its operations and performance under the Agreement. City's sole and exclusive remedy for any non- performance, defect or failure to deliver the Services are the performance credits and/or other remedies expressly stated in the relevant Customer Schedule or this Agreement. Except as provided in the indemnification provisions of Section 11 of this Agreement, Contractor's total liability for any and all causes and claims whether based in contract, warranty, tort or otherwise shall be limited to the lesser of(a) the actual direct damages sustained by City in connection with the affected Customer Order and affected Service, or (b) the applicable MRC and NRC for the Service affected. 15.2 Special Damages. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11 OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY DAMAGES FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF DATA, ANTICIPATED SAVINGS OR COST OF PURCHASING REPLACEMENT SERVICES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THE PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT OR ANY CUSTOMER ORDER. 15.3 No Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, CONTRACTOR MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF DESCRIPTION, QUALITY, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OF THE SERVICES HEREUNDER OR ANY OTHER MATTER AND ANY SUCH WARRANTIES ARE HEREBY EXCLUDED AND DISCLAIMED. 15.4 No Liability for Certain Actions. Contractor exercises no control over and is not responsible for the content of any information transmitted or received through the use of the Services. Other than as expressly stated in the Agreement, City shall be solely responsible for all of the security and confidentiality of information it transmits using the Services. City shall be solely responsible for all City support, pricing and service plans, billing and collections with respect to its End Users, including obtaining all necessary legal or regulatory approvals to provide or terminate the provision of the access,product or service to its End Users. Use of the Services is at City's own risk 15.5 Force Majeure. Neither Party shall be liable, nor shall any credit allowance or other remedy be extended, for any failure or hindrance of performance hereunder due to causes beyond its reasonable control. The Party claiming relief under this Section shall notify the other Party of the occurrence or existence of the event and of the termination of such event 16. TERMINATION City may terminate this Agreement or a Customer Order for cause or without cause at any time; provided, however,that City shall pay Contractor a termination charge equal to the sum of. (i) all unpaid amounts for Services provided through the date of termination; plus (ii) 100% of the remaining monthly recurring charges for the duration of the terminated Customer Order(s). In addition, City shall pay Contractor a cancellation charge equal to the sum of(i) all third party termination charges incurred by Contractor as a result of City's early termination, if any; plus (ii) all nonrecurring charges specified in the terminated Customer Order, if not already paid; plus Select one Page 7 of 8 Professional/Consulting Contracts Version:May 2 2,2018 DOCuSign Envelope ID:D14DA28C-A9F2-4E23-9E30-D4B6BBFBAOCC (iii) if not fully recovered by (i) and (ii), City shall reimburse Contractor for Contractor's out of pocket costs incurred up to the time of termination in constructing facilities, ordering Equipment, obtaining access or licenses or other third party expenses incurred in support of such Customer Order, together with all reasonable costs to demobilize; and (iv) Contractor shall owe City no further duties, obligations or consideration with regard to such Customer Order. 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 j and fact. ] 18. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. a 19. 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. 20. ENTIRE AGREEMENT This Agreement represents the frill and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto, or between the Agreement and the Customer Schedule or any Customer Orders,the text of the main Agreement shall prevail. Select one Page 8 of 8 Professional/Consulting Contracts/Version:May Z 2018 DocuSign Envelope ID:D14DA28C-A9F2-4E23-9E30-D4B6BBFBAOCC 21. 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. 22. 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. 23. 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. 24. 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. 25. 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 To Contractor: Zayo Group,LLC. 10300 Torre Avenue 1821 30th Street,Unit A Cupertino, CA 95014 Boulder, CO 80301 Attention: Bill Mitchell, CTO Attention: General Counsel -Legal Email: Bi11M(a cupertino.org_ Email: LegalRZayo.com 26. VALIDITY OF CONTRACT 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. Select one Page 7 of 8 Professional/Consulting Contracts Version:May 22,2018 DocuSign Envelope ID: D14DA28C-A9F2-4E23-9E30-D4B6BBFBAOCC 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right,power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF,the parties have caused the Agreement to be executed. CONTRACTOR CITY OF CUPERTINO A Municipal Corporation oocusigned W. DocuSigned by: 11 By[922E179335294A4... By CD Alina Nisenzon Name Name Bill Mitchell Title Assoc. General counsel Title Chief Technology Officer June 20, 2019 June 24, 2019 Date Date 26-1398293 Tax I.D.No.: s APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: GRACE SCHMIDT� =� City Clerk 1127683.2 Select one Page 8 of 8 Professional/Consulting Contracts/Version:May 22,2018 CUSTOMER ORDER DocuSign Envelope ID:D80DC221-82F94CCF-990D-99AO9DE4F253 Page 1 of 2 ; Y 0" Service Order Form Gib ® l9 P Order Information Contracting Entity CITY OF CUPERTINO Billing Account CITY OF CUPERTINO Account Number Contact Bill Mitchell Phone (408)777-1333 Email, blllm@cupertlno.org Representative Richard Hawkins Phone Email richard.hawkins@zeyo.com I New Service Order-1425938 !" F -v �S } a�'nor.:i1 t gppom�•. ' �1 � �`'al't''" .gF' 'fin "x y a . ..... a l ate" Order Details Product Details Protection and Feature Details Service Order ID 1425938 Product Category Point-to-Point Core-Network Fiber Path Diversity No Order Type New Bandwidth 20OMb Core-Network Protection No j Service Term 36 months Bandwidth Type Standard Special Routing Required No l I Product ELlne Burst Bandwidth No quality of Service(qOS) pit Metro-Intercity Intercity Aggregated Bandwidth No Mef Certified i Price Per Mb for Burst Usage USD 0.00 pj t�M SOC Type Term Address Port Handoff Sp Bandwidth Lateral A Handolf Loc Fib Path Div Local Network Protection Rate Limit Rate Limit to New 36 10185 N Stalling GI9E 20OMb One 2-Fiber No No N/A Rd/FI-11Rm-MPOE Cupertino,CA (Single) (Optical SMF) 615 N 48th StIFI-1/Rm-Cyxtera GI One 2-Fiber New 36 Phoenix,AZ gE 200Mh (Single) (Optical SMF) No No N/A � ,.0 d tJ� �' � -s r � ram^,..- � '_ � .� 1+'tx1, a 7'� t`a'��("'�-• �§z Y' �¢'�� �' '� i ��s-' �'�� � .�� �`�i1��5�"i`�� 1` � r£a.' �, �� �1 �'�� , �'��� +eta, �s4� •'��-;s i Address In-Building Charges Conduit Riser Cable Cross Connect Customer LOG Space&Power Now Customer Loc Device CFA Provided by 10185 N Stelling Customer Customer Customer Customer Cupertino,CA E Responsibility Responsibility Responsibility Responsibility NIA No Zayo Cupertino,CA 615 N 481h Customer Customer Customer Customer StlFI-11Rm-Cyxlera Phoenix,AZ Responsibility Responsibility Responsibility Responsibility N/A No Zayo i Product Service Item Desc Component Component Address Type Status Quantity Amount Items Total ELlne Ethernet Port Charge•MRC SOC-0002960976 10185 N Stalling Rd/FI-VRm-MPOE Cupertino CA MRC Pending Install 1 USD 367.00 USD 367.00 EUne Ethernet Port Charge-MRC SOC-0002960977 615 N 481h SI/FI.1/Rm-Cyxlera Phoenix AZ MRC Pending Install 1 USD 367,00 USD 367.00 Monthly Recurring Charges Total: USD 734.00 Expiration Date Pricing on this Service Order Form expires if Service Order Is not signed prior to 7/5/2019 i i i i I DocuSign Envelope ID:D80DC221-82F9-4CCF-99OD-99A09DE4F253 Page 2 of 2 Service Order ID(s):1425938 Servlee Item Desc Items Total Monthly Recurring Charges Total: USD 734.00 Billing Contact: Bill Mitchell Phone: (408)775-1333 Email: billm@cuperlino.org Install Contact:Phone: Email:Technical Contact: Phone: Email: Lbi�11116976477D,ICD cu Signed by: ( DocuSigned by: CITY OF ( ?:ayo Group,LLC Signature: Signature: 111 ok Printed Name: Bill Ml tchel l Printed Name: VfIf11 C zl VUK Date: June 24, 2019 Date: June 21, 2019 Title: CTO Title: vice President, Ethernet 1.Customer acknowledges that Customer is ordering the access and service(s)described above("Offering")from Zayo Group,LLC,and or its applicable affiliate or subsidiary ('Zayo").This Customer Order shall be governed by and subject to the applicable contract documents between Customer and Zayo referenced above(collectively,the "Agreement").If Customer has not executed an Agreement and/or no Agreement is referenced in this Customer Order,then this Customer Order shall be governed by the terms and conditions of Zayo's Master Customer Agreement and applicable Customer Schedule in effect as of the dale of this Customer Order,incorporated herein by this reference and available upon request.This Customer Order is subject to availability and shall only become binding upon acceptance by an authorized Zayo representative.Customer acknowledges that upon Zayo's acceptance,this Customer Order shall become a non-cancellable,binding obligation for the purchase of the Offering for the Offering Term staled above.By signing this Customer Order,Customer further acknowledges that it has read and understands the terms and conditions of this Customer Order and Customers signatory represents that he/she is authorized to sign this Customer Order on Customers behalf. 2.All charges for the Offering in this Customer Order are exclusive of any taxes and other fees and surcharges(as defined below).Except for taxes based on Zayo's netincome, Customer shall be responsible for payment of all applicable taxes that arise in any jurisdiction,including,without limitation,value added,consumption,sales,use,gross receipts,excise,access,and bypass("Taxes").Customer shall also be responsible for any property lax surcharges,additional govemment fees(including without limitation Federal and State regulatory fees),franchise fees,rights of way fees or charges,license or permit fees,and any other duties,fees,charges or surcharges imposed on incident to,or based upon the provision,sale,or use of the Offerings.('Olher Fees and Surcharges")If applicable to the Offerings being purchased by Customer,such Other Fees and Surcharges will be listed on Customers Invoice.If Customer is entitled to an exemption from any of the Taxes or Other Fees and Surcharges,Customer is responsible for presenting Zayo with a valid exemption certificate(in a form reasonably acceptable to Zayo).Zayo will give effect to any valid exemption certificate provided in accordance with the foregoing sentence to the extent it applies to any Offering billed by Zayo to Customer following Zayo's receipt of such exemption certificate.Customer shall indemnity, defend and hold Zayo harmless from payment and reporting of all such Taxes and Other Fees and Surcharges,including costs,expenses,and penalties incurred by Zayo in settling,defending or appealing any claims or actions brought against Zayo related to,or arising from,the non-payment of such Taxes and/or Other Fees and Surcharges. 3.In support of Zayo meeting the FOG Date,Customer specifically acknowledges that Customer is responsible for all connectivity(and related costs)to Zayo's Components(i.e. cross-connections between(I)the Zayo demarcation point and Zayo's Components and(ii)Zayo's Components and Customer Components).In addition,Customer shall be responsible for securing all rights and paying the related costs to connect to Zayo's Components,for securing all rights and paying the related costs to access,occupy,and conduct typical telecommunication operations within each respective building(including any necessary rights for Zayo to enter and access each building),and for providing all necessary cable pathways(all of the preceding may include,but not be limited to,construction permits and underlying rights,building access and/or occupancy agreements, building access and/or occupancy fees,lateral fees,riser fees,cross-connects and cross-connect fees,coordination at any third party owned location,and,where applicable, necessary space for Zayo's fiber termination panel and Zayo's Components).All of the rights above,collectively,shall be referred to as"Customer Requirements"and the related costs and fees,collectively,shall be referred to as"In-Building Charges".Unless this Customer Order indicates that Zayo is responsible for In-Building Charges, Customer shall reimburse Zayo in the event that a third party bills Zayo for any In-Building Charges.Customer acknowledges that any delay in Customer providing such Customer Requirements may delay Zayo from completing work at any location.In the event that Customer has not provided the Customer Requirements in time to allow Zayo to complete work at any location on or before the FOG Date,then Zayo may continue with the acceptance procedures to the extent possible and deem the Offering delivered and accepted. 4.If Customer is disconnecting an Offering for any reason it must deliver notice to Zayo by email to disco@zayo.com. Proprietary and Confidential i jDocuSign Envelope ID:D80DC221-82F9-4CCF-990D-99A09DE4F253 CUSTOMER ORDERPage 1 of 2 f J ��e: Service Order Form I Order Information Contracting Entity CITY OF CUPERTINO Billing Account CITY OF CUPERTINO Account Number I Contact Bill Mitchell Phone (408)777-1333 Email billm@cupertino.org ! Representative Richard Hawkins Phone Email richard.hawkins@zayo.com i New Service Order-1434774 Order Details Product Details Protection and Feature Details Service Order ID 1434774 Product Category DIA Burstable IF Service No I Order Type New Bandwidth 200Mb Service Term 36 months Bandwidth Type Standard Product CIA Price Per Mb for Burst Usage USD 0.00 i SOC Type Term Address Port Handoff Sp Bandwidth Lateral A Handoff Loc Fib Path Div Local Network Protection Rate Limit Rate Limit to Initials 615 N 48th One 2-Fiber New 36 SUFI-1IRm-MMR Phoenix, GigE 20oMb (Single) (Optical No No NIA AZ SMF) Address In-Bullding Charges Conduit Riser Cable Cross Connect Customer LOC Space 8 Power New Customer Loc Device CFA Provided by Initials 615 N 48th Customer Customer Customer Customer Phoenix,AZ MR Responsibility Responsibility Responsibility Responsibility Customer-AC Yes Zayo ['T Phoenix,AZ Product Service Item Desc Component Component Address Type Status Quantity Amount Items Total CIA Interface Port Charge-MRC SOC-0003015358 615 N 481h SVFI-11Rm-MMR Phoenix AZ MRC Pending Install 1 USD 669.00 USD 669.00 Monthly Recurring Charges Totals USD 669,00 Expiration Date Pricing on this Service Order Form expires if Service Order is not signed prior to 7/1 3120 1 9 000*Si«nsnvvmn u,ouoocco1 Page 2o[2 ~---^ Smvioo Order|o(s): 1434774 � � � Service Item Dose Items Total — Monthly Recurring Charges Total: mmo69.00 CITY OF Cu Signed by: Zayo Group,LILC DocuSigned by: re. Signature: Printed Nam Printed Name: Er rm, cro Title: vp, zp solutions Y. ,51 mgggw Customer acknowledges that Customer Is ordering the access and service(s)described above("Offering")from Zayo Group,LLC,and or Its applicable affiliate or subsidiary ("Zayo").This Customer Order shall be governed by and subject to the applicable contract documents between Customer and Zayo referenced above(collectively,the "Agreement").If Customer has not executed an Agreement andlor no Agreement is referenced in this Customer Order,then this Customer Order shall be governed by the terms and conditions of Zayo's Master Customer Agreement and applicable Customer Schedule In effect as of the date of this Customer Order,incorporated herein by this reference and available upon request.This Customer Order is subject to availability and shall only become binding upon acceptance by an authorized Zayo representative. Customer acknowledges that upon Zayo's acceptance,this Customer Order shall become a non-cancellable.binding obligation for the purchase of the Offering for the Offering Term stated above.By signing this Customer Order,Customer further acknowledges that it has read and understands the terms and conditions of this Customer Order and Customers signatory represents that he/she Is authorized to sign this Customer Order an Customers behalf. 2.All charges for the Offering In this Customer Order are exclusive of any taxes and other fees and surcharges(as defined below).Except for taxes based an Zayo's net income,Customer shall he responsible for payment of all applicable taxes that arise In any jurisdiction,including,without limitation,value added,consumption,sales,use,gross receipts,excise,access,and bypass("Taxee).Customer shall also be responsible for any property tax surcharges,additional government fees(including without limitation Federal and State regulatory fees),franchise fees,rights of way fees or charges,license or permit fees,and any other duties,fees,charges or surcharges imposed on Incident to,or based upon the provision,sale,or use of the Offierings.("Other Fees and Surcharges")If applicable to the Offerings being purchased by Customer,such Other Fees and Surcharges will be listed on Customers Invoice.If Customer Is entitled to an exemption from any of the Taxes or Other Fees and Surcharges,Customer is responsible for presenting Zayo with a valid exemption certificate(in a form reasonably acceptable to Zaya).Zayo will give effect to any valid exemption certificate provided in accordance with the foregoing sentence to the extent It applies to any Offering billed by Zayo to Customer following Zayo's receipt of such exemption cerflficate.Customer shall indemnify, defend and hold Zayo harmless from payment and reporting of all such Taxes and Other Fees and Surcharges,including costs,expenses,and penalties Incurred by Zayo In —_settling,_defending—_appealing_claims or actions brought against 3.In support of Zayo meeting the FOC Date,Customer specifically acknowledges that Customer is responsible for all connectivity(and related costs)to Zayo's Components (i.e.cross-connections between(i)the Zayo demarcation point and Zayds Components and(ii)Zayo's Components and Customer Components).In addition,Customer shall be responsible for securing all rights and paying the related costs to connect to Zayo's Components,for securing all rights and paying the related costs to access,occupy,and conduct typical telecommunication operations within each respective building(including any necessary rights for Zayo to enter and access each building),and forprovicling all necessary cable pathways(all of the preceding may include,but not be limited to,construction permits and underlying rights,building access and/or occupancy agreements, building access and/or occupancy fees,lateral fees,riser fees,cross-connects and cross-connect fees,coordination at any third party owned location,and,where applicable, necessary space for Zayo's fiber termination panel and Zayo's Components).All of the rights above,collectively,shall be referred to as"Customer Requirements"and the related costs and fees, collectively,shall be referred to as"In-Building Charges".Unless this Customer Order Indicates that Zayo is responsible for In-Building Charges, Customershall reimburse Zayo In the event that a third party bills Zayo for any In-Building Charges.Customer acknowledges that any delay in Customer providing such Customer Requirements may delay Zayo from completing work at any location.In the event that Customer has not provided the Customer Requirements in time to allowZayo to complete work at any location on or before the FOC Date,then Zayo may continue with the acceptance procedures to the extent possible and deem the Offering delivered and accepted. 4.x Customer w disconnecting""Offering for any reason x must deliver notice mzay"uv email mm"m@,ay"x°". Propdetan and�deng* CUSTOMER ORDER DocuSign Envelope ID:D80DC221-82F9-4CCF-990D-99A09DE4F253 Page 1 of 2 Service Order Form ilk G R 4UP i Order Information i i Contracting Entity CITY OF CUPERTINO Billing Account CITY OF CUPERTINO Account Number I Contact Bill Mitchell Phone (408)777-1333 Email billm@cuperlino.org Representative Richard Hawkins Phone Email richard.hawkins@zayo.com I New Service Order- 1433830 Order Details Product Details Protection and Feature Details Service Order ID 1433830 1 Product Category DIA Burstable IP Service No Order Type New Bandwidth 200Mb i I Service Term 36 months Bandwidth Type Standard Product DIA Price Per Mb for Burst Usage USD 0.00 I 11MWE, 111 W �. SOC Type Term Address Port Handoff Sp Bandwidth Lateral A Handoff Lac Fib Path Div Local Network Protection Rate Limit Rate Limit to Initials 10185 N Stelling 2-Fiber New 36 Rd/FI.11Rm-MPOE GigE 200Mb (8 nglel (Optical No No N/A Cupertino.CA SMF) Address In-Building Charges Conduit Riser Cable Cross Connect Customer LOC Space&Power New Customer Lac Device CFA Provided by Initials 10185 N Stelling Customer Customer Customer Customer Cupertino, CA E Responsibility Responsibility Responsibility Responsibility Customer-AC Yes Zayo Cupertino,CA gg e� ;Y,r` t''Y. Ydet r `l3' 't. _ e.Y' tPS.y..i'' Product Service Item Desc Component Component Address Type Status Quantity Amount Items Total DIA Interface Port Charge-MRC SOC-0003008577 10185 N Stelling Rd/FI•1/Rm.MPOE Cupertino CA MRC Pending Install I USD 866.00 USD 866.00 Monthly Recurring Charges Total: USD 866.00 Expiration Dale Pricing on this Service Order Form expires if Service Order is not signed prior to 7/17/2019 I j I i t i I I I, i DocuSign Envelope ID:D80DC221-82F9-4CCF-990D-99A09DE4F253 Page 2 of 2 Service Order ID(s): 1433830 , �g r x: z:" � y.Y'T' r y t �" -,1.�`.�' �a •�.� f y - r .� i t f�: v.-� 4 � 3 ��-��� �'- 1t"(s Service Item Dose Items Total USD 866.00 � Monthly Recurring Charges Total: &P � 1t ,1 -ys a?r� s diyi+• N_ 5_ � >u i � y .� � " •F DocuSigned by: CITY OF CUPERTIN Zayo Group,LLC m—sleaeany: Signature: Signature: E'1111ITeAlS1111113B�1AElD3��7-�D4CD... Printed Name: Eri C Rhoa Printed Name: Date: June 24, 2019 Date: June 24, 2019 Title: CTO Title: VP r IP Solutions l _ r ngxr 1.Customer acknowledges that Customer is ordering the access and service(s)described above("Offering")from Zayo Group,LLC,and or its applicable affiliate or subsidiary ("Zayo").This Customer Order shall be governed by and subject to the applicable contract documents between Customer and Zayo referenced above(collectively,the "Agreement").If Customer has not executed an Agreement and/or no Agreement is referenced in this Customer Order,then this Customer Order shall be governed by the terms and conditions of Zayo's Master Customer Agreement and applicable Customer Schedule in effect as of the dale of this Customer Order,Incorporated herein by this reference and available upon request.This Customer Order is subject to availability and shall only become binding upon acceptance by an authorized Zayo representative. Customer acknowledges that upon Zayo's acceptance,this Customer Order shall become a non-cancellable,binding obligation for the purchase of the Offering for the Offering Term stated above.By signing this Customer Order,Customer further acknowledges that it has read and understands the terms and conditions of this Customer Order and Customers signatory represents that he/she Is authorized to sign this Customer Order on Customers behalf. 2.All charges for the Offering In this Customer Order are exclusive of any taxes and other fees and surcharges(as defined below).Except for taxes based on Zayo's net Income,Customer shall be responsible for payment of all applicable taxes that arise in any jurisdiction,including,without limitation,value added,consumption,sales,use,gross receipts,excise,access,and bypass("Taxes").Customer shall also be responsible for any property tax surcharges,additional government fees(including without limitation Federal and State regulatory fees),franchise fees,rights of way fees or charges,license or permit fees,and any other duties,fees,charges or surcharges Imposed on incident to,or based upon the provision,sale,or use of the Offerings.("Other Fees and Surcharges")If applicable to the Offerings being purchased by Customer,such Other Fees and Surcharges will be listed on Customers Invoice.If Customer is entitled to an exemption from any of the Taxes or Other Fees and Surcharges,Customer is responsible for presenting Zayo with a valid exemption certificate(in a form reasonably acceptable to Zayo).Zayo will give effect to any valid exemption certificate provided In accordance with the foregoing sentence to the extent it applies to any Offering billed by Zayo to Customer following Zayo's receipt of such exemption certificate.Customer shall indemnify, defend and hold Zayo harmless from payment and reporting of all such Taxes and Other Fees and Surcharges,Including costs,expenses,and penalties incurred by Zayo in settling,defending or appealing any claims or actions brought against Zayo related to,or arising from,the non-payment of such Taxes and/or Other Fees and Surcharges. 3.In support of Zayo meeting the FOC Date,Customer specifically acknowledges that Customer is responsible for all connectivity(and related costs)to Zayo's Components (i.e.cross-connections between(I)the Zayo demarcation point and Zayo's Components and(it)Zayo's Components and Customer Components).In addition,Customer shall be responsible for securing all rights and paying the related costs to connect to Zayo's Components,for securing all rights and paying the related costs to access,occupy,and conduct typical telecommunication operations within each respective building(including any necessary rights for Zayo to enter and access each building),and for providing all necessary cable pathways(all of the preceding may include,but not be limited to,construction permits and underlying rights,building access and/or occupancy agreements, building access and/or occupancy fees,lateral fees,riser fees,cross-connects and cross-connect fees,coordination at any third party owned location,and,where applicable, necessary space for Zayo's fiber termination panel and ZeyD's Components).All of the rights above,collectively,shall be referred to as"Customer Requirements"and the related costs and fees,collectively,shall be referred to as"In-Building Charges".Unless this Customer Order indicates that Zayo Is responsible for In-Building Charges, Customer shall reimburse Zayo in the event that a third party bills Zayo for any In-Building Charges.Customer acknowledges that any delay In Customer providing such Customer Requirements may delay Zayo from complefing work at any location.In the event that Customer has not provided the Customer Requirements in time to allow Zayo to complete work at any location on or before the FOC Date,then Zayo may continue with the acceptance procedures to the extent possible and deem the Offering delivered and accepted. 4.If Customer Is disconnecting an Offering for any reason It must deliver notice to Zayo by email to disco@zayo.com. Proprietary and Confidential EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts 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. h 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) or equivalent. i 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 namedinsured. 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. J 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. G 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. Exh.D-Insurance Requirements for Design Professionals& Consultants Contracts Form Updated Feb. 2018 1 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant's CGL 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 J 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. 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), 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. I 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. 1127822.1 Exh.D-Insurance Requirements for Design Professionals do Consultants Contracts Form Updated Feb. 2018 2 Page 1 of 2 DATE(MM/DD/YYYY) ACORO`� CERTIFICATE OF LIABILITY INSURANCE 06/20/2019 ham" 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 NAME: Willis of Colorado, Inc. c/o 26 Century Blvd A/CONNo Ext: 1-877-945-7378 AJC No: 1-888-967-2378 E-MAIL certificates@willis.com P.O. Box 305191 ADDRESS: Nashville, TN 372305191 USA INSURERS AFFORDING COVERAGE NAIC# INSURER A: Great Northern Insurance Company 20303 INSURED INSURER B: Federal Insurance Company 20281 Zayo Group, LLC 1805 29th Street Ste 2050 INSURERC: sentry Casualty Company 28460 Boulder, CO 80301 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: W11671133 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 ADDLSUBRTYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EXP LTR MM/DPOLICY EFF MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE OCCUR PREM SES(E.occur RENTED ) $ 1,000,000 A MED EXP(Any one person) $ 10,000 y y 3604-53-52 08/01/2018 08/01/2019 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY F_x1 JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED 7359-90-85 08/01/2018 08/01/2019 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 B EXCESS LIAB CLAIMS-MADE 7989-77-47 08/01/2018 08/01/2019 AGGREGATE $ 5,000,000 DED FXTRETENTION$ 10,000 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER C ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? No NIA Y 90-20463-01 01/01/2019 01/01/2020 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Workers Compensation y 90-20463-02 01/01/2019 01/01/2020 E.L. Each Accident $1,000,000 & Employers Liability E.L.Disease-Each Emp $1,000,000 Per Statute E.L.Disease-Pol Limit $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) This Voids and Replaces Previously Issued Certificate Dated 06/20/2019 WITH ID: W11667023. The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers is included as Additional Insured as respects to General Liability. General Liability policy shall be Primary and Non-Contributory with any other insurance in force for or which may be CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. The City of Cupertino AUTHORIZED REPRESENTATIVE 10300 Torre Avenue Cupertino, Cupertino, CA 95014-3202 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 18140102 BATCH: 1251071 AGENCY CUSTOMER ID: _ LOC#: ACORO® ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Zayo Group, LLC Willis of Colorado, Inc. 1805 29th Street Ste 2050 POLICY NUMBER Boulder, CO 80301 See Page 1 CARRIER NAIC CODE See Page 1 See Page 1 EFFECTIVE DATE: See Page 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance purchased by Additional Insured(s) . Waiver of Subrogation applies in favor of The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers with respects to General Liability and Workers Compensation, as permitted by law. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID- 18140102 BATCH- 1251071 CERT- W11671133 WORKERSB' COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY POLICY NUMBERS 90-20463-01 00 191 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our. payments from anyone liable for -an injury covered, by this policy. We will not enforce our right against; the person or organization named in the Schedule. (This agreement applies only to the extent; that you perform work under a written contract that requires; you to obtain this agreement from us.) f This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule The City of Cupertino, its City Council, officers, officials, employees, agents, servants and Volunteers 10300 Torre Avenue Cupertino, CA 95014-3202 1 i WC 00 03 13 (Ed. 04-84) Copyright 1983 National Council on Compensation Insurance. ZAYO.910-20463-01 .010 191 ZAYO GROUP LLC 02-05-18 PAGE 001 OITIBORG 00456 C FH U B B° Liability Insurance Endorsement Policy Period AUGUST 1,2018 TO AUGUST 1,2019 Effective Date AUGUST 1,2018 Policy Number 3604-53-52 DEN Insured ZAYO GROUP LLC Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued June 20,2019 This Endorsement applies to the following forms.: GENERAL LIABILITY Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No,person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement,This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that theperson or organization would have in the absence of such contractor agreement. I Liability Insurance Additional Insured-Scheduled Person Or Organization continued Form 8o-o22367(Rev.5-07) Endorsement Page 1 CHUBBO Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance, Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule The City of Cupertino,its City Council,officers,officials, employees,agents,servants and Volunteers 10300 Torre Avenue Cupertino,CA 95014-3202 I All other terms and conditions remain unchanged. Authorized Representative Q,--QIVTA Liability Insurance, Additionallnsured-Scheduled Person Or Organization lastp g a e Form 80-02 2367(Rev.5-07) Endorsement Page 2 I C H U a B0 Liability Insurance Endorsement Policy Period August 1,2018 to August 1,2019 ; is Effective Date January 25, 2019 i• Policy Number 3604-53-52 DEN Insured ZAYO GROUP LLC Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued June 20, 2019 ! cam-a..z�r7 :m:x�waroraztaxm:»y.arxixwuxr�:sxararutxmaw;.dr.:vr.�zrrtm;z.wxt�wztrzti",.'rs+ststrava.+zur�'aesyns�at.�:.tssrcrtsx..�asavutt�sxaca:xzex�w.ra.:a;•.aue>w�,�rsmzxs».'•?wtamxmxtrxawaKsua'e.:ctxasxvzw.vNxtmxra;�xwexuctvsavat:�.w This Endorsement applies to the following forms: I GENERAL LIABILITY j i arflYxS�^".:Am:xr>`tV,':�;�'Gla.'a.`->T.,3'.aY:fiz'sz;4ifiSl.:sCaxs3fY,.hrX4KAG.:Cro:M.au>AAwzt?'ouCxn:'.p['AtutiL`.ffi`.Cs7xeTP.SI,t:^'�ztoA's>�"%�xx§r&akin6F'axve%G6.'AR4twYxcV.%YvYtxddkY£mMxat ,'.S.:a:R;sis#!x!".�RVStfi.`Y:tea•Y..Yc1MSkm2?akdo'Gud'd::'.i;:'Pv'Sc24tiflrCxrk ; Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance- If you are obligated,pursuant to a written contract or agreement,to provide the person or Primary, Noncontributory organization described in the Schedule(that is also included in the Who Is An Insured section of this Insurance-Scheduled contract)with primary insurance such as is afforded by this policy,then this insurance is primary and Person Or Organization we will not seek contribution from insurance available to such person or organization. 2'Ox:-'aLYY,k�S.a�lxk`i'6."RA:X%XiX�IW:LfiA'�AHx'w'V'xYYI'dx4,YxmA(+:e.':dbti.A.p.:ikIANAISVSd.MWSY).lw:T.itk#HYiWYaW..:NfxiixtafalY.!as."i.WH'.:L.t;k':fiXeY,.Yxi".xtt:'!.'•;:f.YY:..:tml.'tq::�'�.r'•Y..'ff:.�'!:XKS�`i?.a)':.K"ink'aX�tl:A"ktd4tlfsilff.�5k:m;.K,:%�l'J.'5��'W.t':tiYt.�St::.G.ii:?;lS�:S Schedule The City of Cupertino, its City Council, officers, i officials, employees, agents, servants and Volunteers 10300 Tone Avenue 'Cupertino, CA 95014-3202 i All other terms and conditions remain unchanged. i 7 Authorized Representative Liability Insurance Conditions-Other Insurance-Primary,Noncontributory Insurance-Scheduled Person Or Organization last page Form 80-02-2663(Rev.7-09) Endorsement Page 1 Conditions (continued) Transfer Or Waiver Of We will waive the right of recovery we would otherwise have had against another person or Rights Of Recovery organization,for loss to which this insurance applies,provided the insured has waived their rights Against Others of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this insurance have not been waived,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,the insured will bring suit or transfer those rights to us and help us enforce them, This condition does not apply to medical expenses, +<f;f!,:,:,'+S�s �- hrl �ix.-,Zsiai'si�:e+2:.14a=v:a.&T%,auLc� JII 35:�ii, ";. .. n •... �.t .rr•ill:.....i..�tgr r,>;"vs:TC�,,, rn `'aTie"`:r'tii•� 1 w.Aq...i. f.:C�jaL'RT�-:.d1:L=f The City of Cupertino, its City Council, officers, officials, employees, agents, servants and Volunteers 10300 Torre Avenue Cupertino, CA 95014-3202 Liability Insurance Form 80-02 2000(Rev.4-01) Contract Page 24 of 32