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19-138 Shift Key Solutions, Inc., Office365 training CITY OF 12 PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made and entered into as of August 1, 2019 ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and Shift Key Solutions, Inc. ("Contractor"), a Company for Office365 Training 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 6/30/2020 ("Contract Time'),unless terminated earlier as provided herein. Contractor's Services shall begin on August 1, 2019 and shall be completed by 06/30/2020 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 $54,000 ("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. Instruction Citywide Office 365 Training Page 1 of 8 Professional/Consulting Contracts/Version:May 22,2018 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 behalf of itself 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 thud 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. Instruction Citywide Office 365 Training Page 2 of 8 Professional/Consulting Contracts/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. S. 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 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 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. 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 Instruction Citywide Office 365 Training Page 3 of 8 Professional/Consulting Contracts/Version:May 22,2018 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) 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 performing the Services, as required by the Immigration Reform and Control Act. Instruction Citywide Office 365 Training Page 4 of 8 Professional/Consulting Contracts/Version:May 22,2018 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. i 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 Igraam Nabi 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 Eric Ripley 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 Instruction Citywide Office 365 Training Page 5 of 8 Professionai/Consulting Contracts/Version:May 22,2018 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(101/16) 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 written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Parry'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. i I I Instruction Citywide Office 365 Training Page 6 oB Professional/Consulting ContractsMersion: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 thew 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 To Contractor: Eric Ripley 10300 Torre Ave., Cupertino CA 95014 2610 E Nees Ave#127 Fresno CA 93720 Attention:Igraam Nabi Attention: Eric Ripley Email: Igraamn@cupertino.org Email:eric@shiftkeycom.com 27. 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. Instruction Citywide Office 365 Training Page 7 of 8 Professional/Consulting 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 CITY OF CUPERTINO Shift Key solutions,Inc. A Municipal Corporation _ A By By Name Eric Ripley Name Bill Mitchell Title President Title Chief Technology Officer Date Aug 1, 2019 Date of Tax I.D. No.: 45-5444969 APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: GRACE SCFMDT City Clerk Instruction Citywide Office 365 Training Page 8 of 8 Professional/Consulting Contracts/Version:May 22,2018 EXHIBIT A 'H[F"T KEY O L U T 10 N S Workshop Series Excel 2016 Outline What Does Your Shift Key Do For You? Beginner& Intermediate Level Along with many tips and shortcuts,the following areas and exercises will be covered during the Shift Key Solutions' workshop. Lesson 1. Introduction Lesson 5. Themes Exercise 1. Formula Elements Exercise 34. Applying Theme Exercise 2. Text Concatenation Operator Exercise 35. Modifying Theme Color Exercise 3. Reference Operator Exercise 36. Modifying Theme Font Exercise 4. Arithmetic Operators Exercise 37. Custom Theme Exercise 5. Order of Operations/Precedence Exercise 38. Using the Format Painter Exercise 6. Excel 2016 Environment Lesson 6. Import Text File Exercise 7. Create Workbook& Enter Text Exercise 39. Importing Text File Exercise 8. Inserting Multiple Columns at Once Exercise 9. Removing Multiple Columns at Once Lesson 7. Flash Fill Lesson 2. Worksheet Tabs Exercise 40. Separating Using Flash Fill Exercise 41. Combining Using Flash Fill Exercise 10. Renaming Worksheet Tab Exercise 42. Combining and Formatting Using Flash Fill Exercise 11. Change Worksheet Tab Color Exercise 43. Working with Defined Names Exercise 12. Deleting Worksheet Tabs Lesson 8. Modify Worksheet Lesson 3. Modifying Worksheet Exercise 44. 3D cell referencing Exercise 13. Merge&Center Exercise 14. Applying Cell Styles Lesson 9. Working with Tables Exercise 15. AutoFit Column Width Exercise 45. Format as Table Exercise 16. Manuel Column Width Exercise 46. Rename Table Exercise 17. Formatting Cells Exercise 47. Applying AutoFilters to Table Lesson 4. Basic Formulas& Functions Exercise 48. Applying a Number Filter Exercise 49. Custom Sorting Table Exercise 18. Creating a Basic Formula Exercise 19. Applying the AutoSUM Function Lesson 10. Charts Exercise 20. SUM Function Exercise 50. Create Clustered Column Chart Exercise 21. MIN Function Exercise 51. Modify Chart Exercise 22. MAX Function Exercise 52. Modify Chart Elements Exercise 23. AVERAGE Function Exercise 53. Format Chart Exercise 24. Fill Handle Exercise 54. Adding Chart Alt Text Exercise 25. Freeze Panes Lesson 11. Advanced Functions Exercise 26. Split Worksheet Exercise 55. Using IF Function Exercise 27. AutoFill (Fill Date Series) Exercise 56. SUMIF Function Exercise 28. Paste Values(transpose paste) Exercise 57. COUNTIF Function Exercise 29. Header& Footer Exercise 58. VLOOKUP Function Exercise 30. Copy Worksheet to Another Workbook Exercise 31. Conditional Formatting Lesson 12. Working with Hyperlinks Exercise 32. Removing Conditional Formatting Exercise 59. Hyperlinking to Another Worksheet Exercise 33. Rows to Repeat on Printout Exercise 60. Hyperlinking to a Website 'H I FT KEY O L U T [ O N S Workshop Series OneNote 2016 Outline What Does Your Shift Key Do For You? Beginner& Intermediate Level Along with many tips and shortcuts,the following areas and exercises will be covered during the Shift Key Solutions' workshop. 1. Getting Started with OneNote 2016 6. Formatting Pages What is OneNote? Setting paper size Touring the interface Adding a background graphic Changing notebook properties and closing 7.Working with Tables in OneNote Creating and deleting notebooks Creating, moving, and deleting sections Creating a table Working with rows and columns Working with pages and subpages C Formatting tables and data Creating a note on a page Converting tables to Excel spreadsheets Renaming a notebook 2. Creating and Adding Content 8• Using Writing Tools Sending content to OneNote Working in Pen mode Copying and pasting content Converting handwriting to typed text Manipulating written notes and drawings Sending screen clippings to OneNote Inserting typed or writtten math equations Adding pictures Adding audio and video files 9. Interacting with Outlook Recording audio and video Inserting Outlook meetings Adding files Sending page information by email Adding symbols Working with Outlook tasks 3. Formatting Notes 10. Sharing a Notebook Formatting text Saving to other formats Borrowing formatting with the Format Painter Exporting OneNote content to PDF or XPS Using bullets and numbering Saving to OneDrive Using styles from the quick gallery Inviting others and syncing notebooks Checking spelling and grammar Sharing and syncing a new notebook 4.Viewing and Organizing Information 11.Collaborating on a Notebook Organizing the user interface Knowing who wrote what with author indicators Docking windows and linking notes Seeing past versions quickly with versioning Searching a notebook 12. Modifying OneNote Options Tagging notes Setting display options 5. Working with Templates Changing email options Using templates Password protection Saving as a template Setting backup options Choosing a default template �z Sx o-+x 5 - z t � 6 'HIF'T KEY O L U T 10 N S Workshop Series Outlook 2016 Outline What Does Your Shift Key Do For You? Beginner& Intermediate Level Along with many tips and shortcuts,the following areas and exercises will be covered during the Shift Key Solutions' workshop. Introduction to Outlook 2016 People(Contacts) View Exercise 1. Office 365 OWA(Outlook Web App) Exercise 21. Create New Contact Exercise 2. Environment Review Exercise 22. Create Group List(Distribution List) Exercise 3. Task Panes (Views) Exercise 23. vCard (Virtual Business Card) Exercise 4. Create Signature Block. Tasks View Mail View Exercise 24. Create Task Exercise 5. Create Email Message Exercise 25. Assign a Task Exercise 6. Attachment Reminder Exercise 26. Create a Task From an Email Exercise 7. Attachment Reminder Setting Exercise 27. Adding Tasks to Calendar Exercise 8. Mark Email Message as Customizing Outlook Unread/Read Exercise 28. Creating a Quick Steps Exercise 9. Inline Replies Exercise 29. Creating Custom Voting Buttons Exercise 10. Adjust Panes Exercise 30. Create Quick Part Exercise 11. Relocate the Reading Pane Exercise 31. Creating Rule Exercise 12. Add Field Column to Message List Exercise 32. Change View Exercise 13. Sort Message List Exercise 33. Safe Senders Calendar View Exercise 34. Block Sender Exercise 14. View Weather Forecast Exercise 35. Hyperlinking Text in Email Exercise 15. Customize Weather Bar Exercise 36. Format entail Text Exercise 16. Activating Weather Bar Exercise 37. Creating New Category Exercise 17. Create Meeting Exercise 38. Out of Office Auto-Reply Exercise 18. Create Recurring Meeting Exercise 39. Sharing Calendars Exercise 19. Cancel Meeting Exercise 40. Sharing Contacts Folder Exercise 20. Set Working Hours Exercise 41. Forwarding a Single Contact Exercise 42. Organizing Mail Folders Exercise 43. Delayed Message Delivery Outlook Keyboard Shortcuts 'H[FT KEY O L U T I O N S Workshop Series_ Word 2016 Outline What Does Your Shift Key Do For You? Beginner& Intermediate Level Along with many tips and shortcuts,the following areas and exercises will be covered during the Shift Key Solutions' workshop. Lesson 1. Introduction to Word 2016 Lesson 6. Formatting Text Exercise 1. New Features Exercise 20. Bullet Lists Exercise 2. Environment Review Exercise 21. Multi-Level Lists Lesson 2. Creating Word Document Exercise 22. Picture Bullet Lists Exercise 3. Start Screen Exercise 23. Creating Columns Exercise 4. Apply Theme Exercise 24. Bookmarking Text Exercise 5. Modify Theme Color Exercise 25. Hyperlinking Text Exercise 6. Modify Theme Fonts Lesson 7. Adding Pictures Exercise 7. Modify Page Margins Exercise 26. Inserting Picture Exercise 8. Insert Text from File Exercise 27. Modifying Picture Exercise 9. Zoom Level Exercise 28. Formatting Picture Lesson 3. Styles Lesson 8. Adding SmartArt Exercise 10. Apply Style Exercise 29. Inserting SmartArt Exercise 11. Modify Style Exercise 30. Modifying SmartArt Exercise 12. Clear Style Exercise 31. Formatting SmartArt Lesson 4. Page Breaks Lesson 9. Adding Header&Footer Exercise 13. Insert Page Break Exercise 32. Insert Header& Footer Lesson 5. Tables Exercise 33. Page Numbering Exercise 14. Insert Table Exercise 15. Text to Table Exercise 16. Modify Table Exercise 17. Format Table Exercise 18. Table Formulas Exercise 19. Table to Text 'HIFT KEY O L U T 10 N S Workshop Series 0365 Outline What Does Your Shift Key Do For You? Beginner&Intermediate Level Along with many tips and shortcuts,the following areas and exercises will be covered during the Shift Key Solutions' workshop. Lesson 1. Office 365 Account Lesson 5. Tasks App Exercise 1. Accessing 0365 Account Exercise 24. Create new Task Exercise 2. Change Start Screen Lesson 6. OneDrive Lesson 2. Outlook Web App (OWA) Exercise 25. Create Folder Exercise 3. Outlook Web App (OWA) Exercise 26. Move File Exercise 4. Reading Pane Exercise 27. Share Folder Exercise S. Email Signature Exercise 28. Upload Files Exercise 6. Create New Email Folder Exercise 29. Edit Files Exercise 7. Create New Rule Lesson 7. Word Web App Exercise 8. Out of Office Replies Exercise 30. Us Template to Create New Exercise 9. Write&Send a New Email Documents Exercise 10. Message Format Exercise 31. Adding Header& Footer Exercise 11. Read Receipts Exercise 32. Printing Document Exercise 12. Create Email Message Exercise 33. Collaborating Exercise 13. Reply to Email Message Exercise 14. Print Email Message Lesson 8. Excel Web App Exercise 34. Add Data to Excel Web App Lesson 3. People Exercise 35. Rename Workbook Exercise 15. Create Contact Exercise 36. Basic Formula Exercise 16. Create Group (Distribution List) Exercise 37. Collaborate Lesson 4. Calendar Lesson 9. PowerPoint Web App Exercise 17. Calendar Views Exercise 38. Save File to OneDrive Exercise 18. View Multiple Calendars Exercise 39. Edit Presentation Exercise 19. Create New Calendar Exercise 40. Transitions Exercise 20. Adjusting Whether Forecast Exercise 41. Adding Video Exercise 21. Create Event-Appointment/Meeting Exercise 22. Share Calendar Exercise 23. Create Group SHIFT KEY Exhibit B 0 L U `[" [ 0 N S Schedule of Performance—City of Cupertino What Does Your Shift Key Do For You? info@shiftkeycom.com Exhibit B Schedule of Performance The calendars below outline training dates in green. August 2019 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 24 25 29 30 31 September 2019 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 21 22 2 - 28 29 30 EXHIBIT C WorkshopsCupertino QUOTE C5OI FT KEY Phone Number 916.293.1601 Invoice number 0?3U19-11,' LU T 10 N S Email info@shiftkeycom.com Invoice date Tuesday,July 30,2019 PO# 073019-04 i n f o@ S h if t Key Co m:com Expires 8/7/2019 Currency USD Send to Submitted To: Marilyn Monreal-Administrative Assistant Company Name City of Cupertino E-mail: MarilynM@cupertino.org Bill to Ship to Business name City of Cupertino Business name Same First name Marilyn First name Last name Monreal Last name Country" US Country' Address Address City Cupertino City State CA State ZIP code ZIP code Additional info Special District-Marilyn Monreal 408.777.3238 Instructor Lead Oneote Workshop. OneNote 2016 ioo $100.00 $10,000.00 Yes Workshop date TBD - =- s c ot`Lead Excel Workshop'. Excel 2016 Workshop date TBD Instructor Lead Word Workshop. Word 2016 100 $100.00 $10,000.00 Yes Workshop date TBD I Instructor Lead Outlook Workshop Outlook 2016 ioo $100.00 $10,000.00 Workshop date TBD Office 365 Instructor Lead Office 365/OneDrive/Team Sites Workshop. OneDrive/Team Sites Workshop date TBD 120 $100.00 $12,000.00 Yes Subtotal $54,000.00 Sales tax rate 0.00% $0.00 Volume Discount 21.61% $11,666.70 Additional NET 7 Discount 20.00% $2,333.34 Total $39,999.96 Initial Prepayment(Includes Training Materials,Course Design and Travel Expenses costs)-Deducted from Total $11,999.99 Payment,Terms&Conditions Payable to:Shift Key Solutions - 2610 E Nees Ave#127 Fresno CA 93720 All materials and services will be developed,conducted,and or completed according to the specifications herein(above).All training and timeframes will be completed in a workweek,(five business days)minus holidays unless otherwise specified.Any alterations or diversion form the above specifications resulting in additional training,additional attendees,materials or development will be executed only upon written orders/request and will become an additional expense over and above this proposal.All scheduled time frames are contingent upon illness,accidents or any unforeseen events beyond our control. Note to recipient Shift Key Provides:Professional/MOS Certified Instructor,Workbooks for each subject,with an optional 6 month access to each workbook in an eBook format for attendees reference- additional coast will apply. The total includes Travel&Expenses.Along with workshop development materials i.e.Workshop workbooks. Initial Prepayment is deducted from the total.The remaining balance is divided into the number of workshops,then an Invoice will be presented at the end of each workshop with this divided amount.Workshops are scheduled and dates are reserved upon the processing of this quote. EXHIBIT D - Insurance Waiver Marilyn Monreal From: Costamagna,Joseph <joseph.costamagna@yorkrisk.com> Sent: Monday, July 29, 2019 4:58 PM To: Marilyn Monreal Cc: Benny Hsieh; Bill Mitchell; Igraam Nabi;Joe Costamagna Subject: Re: 0365 Citywide training - Insurance coverage? messageThis was sentsecurely Hi Marilyn Yes, it should be fine to waive those requirements. Thank you. On Wed,Jul 24, 2019 at 3:26 PM Marilyn Monreal<marilvnm@cupertino.org>wrote: Hi Joe, City of Cupertino has migrated to Office 365. We have selected a vendor to provide Citywide training, attached are the outlines for each class. In addition, attached you will find the Consultant contract and Insurance requirements. Can we waive the COI limits and/or endorsements based on the services he would be providing? Please advise. i Marilyn Monreal Administrative Assistant Innovation Technology Marilyn M@cupertino.orq (408) 777-3238 09) CUPERTINO Joe Costamagna Litigation Management York Risk (415)407-4157 cell The information transmitted in this email, including any attachments,is intended only for the person or entity to which it is addressed and it may contain confidential and/or privileged material.Any review, retransmission,dissemination or other use of,or taking of any action in reliance upon,this information by persons or entities other than the intended recipient is prohibited,and all liability arising therefrom is disclaimed. If you received this email in error, please reply to the sender notifying the sender of same and delete the material from any computer. This message was secured by Zix®. Total Control Panel Login To:marilynm@cupertino.org Message Score:1 High(60):Pass From:joseph.costamagna@yorkrisk.com My Spam Blocking Level:Custom Medium(75):Pass Low(90):Pass Block this sender Custom(55):Pass Block yorkrisk.com This message was delivered because the content filter score did not exceed your filter level. 2 DATE(MMIODIYYYY) �- CERTIFICATE OF LIABILITY INSURANCE 08/09/2019 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 be endorsed. If SUBROGATIONIS 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: AUTOMATIC DATA PROCESSING INS/PAC 76250815 PHONE (877)287-1316 Fax (888)4436112 (AIC,No,Ext): (A1C,No): 71 HANOVER ROAD E-MAIL ADDRESS: FLORHAM PARK NJ 07932 INSURER(S)AFFORDING COVERAGE NAICN INSURERA: Hartford Casualty Insurance Company 29424 INSURED INSURER 8 SHIFT KEY SOLUTIONS INC INSURERC: 1830 E SHEPHERD AVE APT 251 FRESNO CA 93720-5622 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSP TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD MMlDDIW MMIDDIYYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE C1_N MSMADE❑OCCUR DAMAGE TO RENTED PRE ISES Ea occurrence) MED EXP(Any one person) PERSONAL&ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE POLICY❑PRO- ❑LOC PRODUCTS-COMPIOP AGG JECT OTHER. AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident ANY AUTO BODILY INJURY(Per person) ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) HIRED NON-OWNED PROPERTY DAMAGE AUTOS AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS AGGREGATE MADE ED I RETENTION$ WORKERS COMPENSATION X PER GTH- ANDEMPLOYERS'LIABILITY STATUTE ER ANY YIN E.L.EACH ACCIDENT $1,000,000 A PROPRIETORIPARTNER/EXECUTIVE NA X 76 WEG AD7VU2 08/10/2019 08/10/2020 OFFICER/MEMBER EXCLUDED? EL DISEASE-EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes,describe under E.L.DISEASE-POU CY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below DESCPJ T70N OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Those usual to the Insured's Operations.Waiver of Subrogation applies in favor of The City of Cupertino,its city council,officers,officials,employees, agents,servants and volunteers per Waiver of our Right to Recover from Others Endorsement WC040306 attached to this policy. CERTIFICATE HOLDER CANCELLATION The City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 10300 TORRE AVE BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED CUPERTINO CA 95014-3202 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD . j, rm-o THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 76 WEG AD7VU2 Endorsement Number: 1 Effective Date: 08/10/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Shift Key Solutions Inc 1830 E SHEPHERD AVE APT 251 FRESNO CA 93720 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 5%of the California workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description The City of Cupertino, its city council, officers, officials, 001 employees, agents, servants and volunteers. 10300 Torre Ave, Cupertino, CA 95014 Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 08/09/19 Policy Expiration Date: 08/10/20 FIRST AMF,NDMFNT TO AGREEMENT 1 -1 8 BETWEEN THE CITY OF CUPF.RTINO AND SHIFT KFY SOI.ITTTQNS-INC. FOR OFFICE365 TRAINING This First Amendment to Agreement 19-138 between the City of Cupertino and Shift Key Solutions,Inc.,for reference dated November 6, 2019, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and, SHIFT KEY SOLUTIONS,INC. ("Consultant')whose address is 2610,E. Nees Avenue, #127,Fresno, Ca. 93720 and is made with reference to the following: RECITALS: A. On 8/20/2019, an agreement was entered into by and between City and Shift Key Solutions,Inc. (hereinafter "Agreement")for Office365 Training Services. The agreement will expire on 6/30/2020. B. The Agreement and the First Amendment are collectively referred to as the "Agreement"unless otherwise indicated. C. City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. COMPENSATION: Paragraph 4.1 of the Agreement is modified to read as follows:Maximum Compensation. City will pay Contractor for Satisfactory performance of the Services an amount that will be based on actual costs but that will be capped so as not to exceed $60,000 ("Contract Price"), based upon the scope of services in Exhibit A and Exhibit A-2 and the budget and rates included in Exhibit C and Exhibit C-2, and 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 from the City. 2. Exhibits A-2 and C-2,attached hereto, are added to the Agreement. 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF,the parties hereto have caused this modification of Agreement to be executed. CONSULTANT— i CITY OF CUP R IN By By (Z r-- Title APPROVED AS TO FORM City Attomey ATTEST: ; �—,-Ll City Clerk EXPENDITURE DISTRIBUTION PO#2020-211 Click here to enter text. Original $54,000 Amendment#1: $6,000 Amendment#2: Total: $60,000 I I EXHIBIT A -2 6Z!HIFT KEY workshop MS Project Workshop Overview O L U T l O N S Series Level l—Beginner(Fundamentals Introduction) What Does Your Shift Key Do For You? info@shiftkeycom.com MS Project Level 1- Beginner Course Objectives: In this MS Project course, attendees learn the fundamentals of MS Project, create and engage in a basic management of a project using Microsoft Project. Environment Review— Mouse Clicks (Left& Right) • Start Screen • Manually Schedule Mode, Ribbon—Resolution Dictates What's Visible in Ribbon • Entry Bar(F2—Options/Display),Time Line,Gant Chart—Table/Chart,Status Bar, Backstage View • Customize QAT(Quick Access Toolbar), Reposition QAT • Touch Mode—Mini Toolbar and Menu Options • Save Page—Default File Location,Auto Save(Clears the Undo History) Help Online/Offline • Dialog Box Help,Tell Me Box Enter Tasks • Default Fields—Duration,Work,Start, Finish • GanttChart—Table/Chart Sides • Save Project Save,Close,Open Projects • Show Recent Projects, Unpinned Recent Folders(Project Options) • Switching Between Projects—Alt+Tab • Point to App Icon In Task Bar,View>Windows Group,Switch Windows Modify Tasks • Duration Field—Spin Arrows • Today Line, Project Information Dialog Box,Start Field,Start Date,Task Information Dialog Box,Subtasks (Summary Tasks)—Show Levels, Level Zero(Format Tab,Show/Hide Group, Project Summary Task. Task Dependency(Subtasks) • Assigning Dependent • Dependency Lag(Plus or Minus) • Linking/Unlinking Tasks • Dependency Type(Finish-To-Start(FS),Start-To-Start • Modify Task Durations (SS), Finish-To-Finish(FF),Start-To-Finish (SF) • Task Dependency Dialog Box Review • Predecessors&Successors Column Review Constraints& Deadlines • Constraint Types(As Last as Possible,Finish No Earlier Than, Finish No Later Than,Must Finish On,Start No Earlier Than,Start No Later Than),Task Notes,Deadline Markers Scheduling(Auto/Manual) • Promote/Demote Tasks • Review Predecessors(Dependencies) • Review Task Types • Modify Duration/Work • Over Allocation Issues • Move Project(Start Date) • Finalize Project �"'� EXHIBIT C2 .. MS Project • IF T K E Y Phone Number 916.293.1601 Invoice number 110519-04 ..�I Email info@shiftkeycom.com Invoice date Tuesday,Novembers,2019 PO# in fok.CVShift Key Corn.com Due date Currency USD Send to Submitted To: Marilyn Monreal-Administrative Assistant Company Name City of Cupertino E-mail: MarilynM@cupertino.org Bill to Ship to Business name City of Cupertino Business name Same First name Marilyn First name Last name Monreal Last name Country US Country` Address Address City Cupertino City State CA State ZIP code ZIP code Additional info Marilyn Monreal408.777.3238 Item name Description Min Students Unit price Amount Taxable Instructor Lead MS Project Workshop. MS Project Workshop date Wednesday,December 11 8:00am-12:00pm ,0 5--- SS,000.00 No Instructor Lead MS Project Workshop. MS Project Workshop date Wednesday.December 111:00pm-5 00pm `u - $5,000.00 No rio,00a.ao Subtotal $10,000.00 Sales tax rate 0.00% $0.00 Volume Discount 40.00% $4,000.00 Total $6,000.00 30%Retainer fee required. $1,800.00 30%Initial Prepayment(Includes Training Materials,Course Design and Travel Expense costs)-Deducted from Total Payment,Terms&Conditions Payable to:Shift Key Solutions - 2610 E Nees Ave#127 Fresno CA 93720 All materials and services will be developed,conducted,and or completed according to the specifications herein(above).All training and timeframes will be completed in a workweek,(five business days)minus holiday's unless otherwise specified.Any alterations or diversion form the above specifications resulting in additional training,additional attendees,materials or development will be executed only upon written orders/request and will become an additional expense over and above this proposal.All scheduled time frames are contingent upon illness,accidents or any unforeseen events beyond our control. Note to recipient Shift Key Provides:Professional/MOS Certified Instructor,Workbooks for each subject. The total includes Travel&Expenses.Along with workshop development materials. I ti I i