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20-032 Advanced Systems Group, LLC, Quinlan Cupertino Room Audio Visual Upgrades CITY OF PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation("City"), and Advanced Systems Group ("Contractor"),a CalifoiruaLiinited Liability Company for Quinlan Cupertino Room Audio Visual Upgrades and is effective on the last date signed below ("Effective Date"). 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 December 31,2020 ("Contract Time"), unless terminated earlier as provided herein. Contractor's Services shallbegin on March 1, 2020 and shall be completed by December 31,2020 . The City's appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City's purchasing policy. 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 $35,000 ("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 maximurn 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. Quinlan Cupertino Room Audio Visual Upgrades Page 1 of 9 Prafessiana!/Cotrstdting Contracts Mersion:Sept.20/9 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within ninety (90) 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 theAgreement. 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. 52 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. 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,if required by the Cupertino Municipal Code. 54 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. 55 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees,agents,and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time,vacation pay,sick leave,personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor's business including,but not limited to,federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor,or any of its employees, agents, or subcontractors, is an employee for any purpose,then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City's total expenses under this Agreement are not greater than they would have been had the determination not been made. Quinlan Cupertino Room Audio Visual Upgrades Page 2 of 9 Professional/Consulling Contracts/Version:Sept.2019 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSFIIP OF MATERIALS 7.1. Property Rights., Contractor grants City the non-exclusive right to use any 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 upon completion of the work to be performed hereunder or upon termination of this Agreement,to the extent requested by City. 72 Copyright.To the extent permitted byTitle 17 of the 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 writtenapproval. 73 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. 74 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; i (b) Completion of the original Services by others; (c) Subsequent additions to the original Services;and/or (d) Other Cityprojects. y 75 Deliverables and Format.Contractor must provide electronic and hard copies of the Work Product,on recycled paper and copied on both sides,except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance,benchmarks and deliverables,which must be available Quinlan Cupertino Room Audio Visual Upgrades i Page 3 of 9 Profeesional/ConsullingContract lVelsion:Sept.2019 to City for review and audit.The records and supporting documents must be kept separate from other records and must be maintained for four(4)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 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 thirdparty. ; 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 third-party claim.At City's request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. Quinlan Cupertino Room Audio Visual Upgrades Page 4 of 9 Profetsiaral/ConsidlirrgCarllracls/Yersioa:Sept.2019 I 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. 11A. 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 othertransaction. 115. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.& This Section 11 shall survive termination of the Agreement. 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 Iaws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law of other couditions dial way affect the Ptojecl(Ji Contractor's ability to perfoatti. Culiliuclut is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. l 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement.If the Scope of Services includes a"public works"component,Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS),or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee,a City employee,or any other person,by Contractor or its employees or sub-contractors will not be tolerated. I Quinlan Cupertino Room Audio Visual Upgrades Page 5 of 9 Professional/Cotsulling Contracts/Persian:Sept.2019 i 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 Title 2 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 CTO 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 Steve Young 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 UN PRUJLrC'1' 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 given reasonable time to assemble the work and close out the Services.With City's pre-approval in writing,the time spent in closing out the Services will be compensated up to a maximum of ten percent(10%)of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW,VENUE,AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of Quinlan Cupertino Room Audio Visual Upgrades Page 6 of 9 Professional/Consulting Contracts/Versioir:sept.2019 i 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 toprovide 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 Party's authorized representative. No verbal agreement or implied covenant will he valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any terrn, clause, or provision of the attachments or exhibits thereto,the terms of the main Agreement shall prevail and bo controlling. 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 Quinlan Cupertino Room Audio Visual Upgrades i Page 7 of 9 Profersional/Catsrtlling Contracts/Version:Sept.2019 force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees,shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail,postage prepaid, registered or certified,or the next business day following electronic submission: To City of Cupertino: To Contractor: 10300 Torre Ave.,Cupertino CA 95014 Advanced Systems Group,LLC. 1226 Powell St,Emeryville,CA 94608 Attention:Bill Mitchell,CTO Attention: Steve Young Email: Billm@cupertino.org Email: syoung@asgllc.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 Attorrey's Office. 28. EXECUION 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. Quinlan Cupertino Room Audio Visual Upgrades Page 8 of 9 Professional/Considting Contracts/veision.Sept,2019 IN WITNESS WHEREOF,the parties have caused the Agreement to be executed. CITY'OF CUPEL'iTIINO CONTRACTOR A Municipal Corpoxation Adivtamcecl Systems Group,LLC. B:y l By Name-ELM-Madhell Narmc Tithe_Chief Technol'oe'V Officer Date -3'/3-"Lv Date / u /210 Ld Tax I.D.No.: r 3-2- G APPROVED AS TO F010I: . `A- HEATHER M.MINNER Cup---Lino City At`.orney ATTEST: KH6TLN SQUARCIA- City Clerk DATE: t Quinlan Cupertino Room Audio;Visual Upgrades Page 9 oF9 PtrofcrSf0n0l1C0'tsulffit9C0111"Oels/y6uio":Sept.2049 EXHIBIT A PART 1 GENERAL 1.01 FUNCTIONAL DESCRIPTION A. General Description: The City of Cupertino (City) has decided to upgrade the Quinlan Community Center Multipurpose Room. This scope of work has been prepared to assist the AV contractor in providing a turn-key audiovisual system deployment for this space. This scope of work includes the following: •this specification •AV drawing set •functional diagram •equipment list Coordination with City IT personnel will be required. This includes coordination for the configuration for static IP addresses,VLANs, SubNets, Port configuration, integration with the City's existing systems where necessary, networking on local switches, as well as configuration of the self- healing monitoring software specified herein. The AV drawing set includes functional diagrams and drawings which have been developed to an as built level of accuracy, including all power and data connections required. (The AV contractor will still be required to provide as-built drawings though.) Since this will be a retrofit, it will be the proposing contractor's responsibility to work with the City to provide any needed infrastructure drawings or coordination with furniture. As an integrator, by accepting this project, your AV contracting company is accepting the overall design as workable. In addition, your company will provide a strong onsite presence and will be asked to work hand in hand with the City. B. System Description The Multipurpose Purpose Room will be made to accommodate functions ranging from movie nights to conversation forums to town hall style meetings. To accommodate these functions, the audiovisual system will include: 1. 160" x 100" rear projection screen 2. 20,000 lumen projector with ultra-short throw 3. wireless microphone system 4. touch screen control panels 5. digital and analog media inputs 6. built in PC for soft CODEC conferencing Existing owner furnished equipment (including speakers, amplifiers, and Blu-ray player) are to be incorporated into the final design. 1 1.02 SCOPE OF WORK A. Refer to general conditions, this specification, the AV drawings, and any meetings that may outline the potential scope of work for this project. 1.03 AUDIO-VISUAL INTEGRATOR RESPONSIBILITY A. Install a complete and functioning audio, video, and control system including cabling, receptacle plates, loudspeakers, and electronic devices. Install all components including the necessary equipment, interconnections, transducers, labor, and services required to meet specifications herein and as indicated on the drawings. Any item listed in the specification or shown on the drawings is to be included as part of this scope of work, unless otherwise noted. B. Coordinate the installation schedule with the relevant Project Management personnel. C. Pursuant to award of contract, obtain drawings of the facility, and conduct a thorough survey of as-built conditions prior to ordering any equipment. a. Coordinate with the Project Management for any construction-related tasks associated with, but not included in this contract. D. Confirm specific receptacle plate sizes with the installed field conditions. This includes plate color and engraving, as well as connector receptacle requirements to all locations. Provide blanks for all unused receptacles if necessary. E. Verify site conditions including dimensions, clearances, conduit sizes, and routing. Coordinate the exact location of the equipment with the design drawings. F. Verify that adequate 120-volt AC power has been supplied at all equipment rack locations. Provide and install all AC power receptacles within the equipment racks. Provide low voltage turn- on controllers and switched outlets to activate and distribute AC power within the equipment racks. Coordinate installation of any additional or related cabling, conductors or circuits with Project Management. G. Coordinate any additional required penetrations with Project Management. H. Retain at the audiovisual contractor's cost, a licensed structural engineer to design and document all mounting and suspension systems and details for audio/visual system components including, but not limited to, loudspeakers, equipment racks, projectors, monitors, etc. Coordinate with Project Management for attachment points and methods. I. Conduct preliminary testing and adjustment. Submit documentation required by this specification. Participate in approval testing for acceptance. Perform final adjustments as required to meet specifications. J. Deliver bound "as-built" system documentation including equipment instruction and operation manuals.Transfer all warranties and equipment guarantees and provide a written description of 2 system operation to project management at the time of acceptance of the work. Provide system operation training as specified in Section 3. K. Provide, at no additional cost, maintenance and repair services for 12 months following acceptance of the system. L. Provide as-built drawings of all systems and modifications to the base building on full size laminated bond and CAD files on disc, or storage format as preferred by Project Management. Provide touch panel and control system source code, and DSP system configuration files to Project Management. Store files on site in the system documentation binders in disk sleeves. 1.04 QUALITY ASSURANCE A. All materials must be newly manufactured current production models (expect existing owner furnished equipment) and must conform to all applicable codes and the relevant standards listed below: 1. American National Standards Institute (ANSI) 2. Electronic Industries Association (EIA) 3. Institute of Electrical and Electronic Engineers (IEEE) 4. Underwriters Laboratories (UL) B. Coordination:The audiovisual contractor will coordinate with Project Management for all site work required for the installation of all wire, mounting hardware, receptacle plates, and electronic devices. Project Management will perform all site work prior to installation, any required site work outside the scope of this contract.The audiovisual contractor will coordinate with Project Management to provide devices for installation by Project Management, and to receive Owner Furnished Equipment for installation by the audiovisual contractor. C. Project Management reserves the right to make use of the system prior to the completion of the punch list.Temporary use of the equipment will not constitute an acceptance of the system or any part. Project Management will not pay additional cost to the audiovisual contractor and the commencement of the warranty period will not begin for the system or any device prior to the completion of the punch list and final acceptance of the system by Project Management. D. Codes: The audiovisual contractor will comply with all applicable laws, regulations and codes. 1.05 SUBMITTALS A. Comply with submittal provisions of Project Management 's Specification—Submittals, where applicable. B. Construction Submittals: 1. Coordinate with third-party programmer(if applicable) and submit touchpanel interface samples for review prior to CODE development. 3 2. Submit detailed drawing of full IT network requirements, list of required IP addresses, servers, or other IT-related needs prior to beginning work or ordering equipment. 3. Submit shop drawings for: a. Point-to-point functional wiring diagrams. b. All receptacle plates and custom fabrications. c. Equipment rack elevations. d. Control system touch panel pages (May be submitted via software or screen prints). e. Mounting and suspension systems and details for audio/visual system components requiring structural approval including, but not limited to, ceiling-mount projectors, ceiling or wall-mount plasma monitors, etc. 4. Submit shop drawings of any proposed design changes for approval prior to fabrication. Shop drawings will be submitted to project management for review and approval prior to fabrication and installation. 5. Submit samples of engraved labels, cable marking system, and faceplate etching. C. Acceptance Test Submittals: Prior to requesting the completion of the acceptance tests, submit Preliminary Test Report including all information required in section 3. Acceptance tests and punch list will not occur until all as built drawings and test reports have been submitted. No exceptions, not even schedule-based exceptions will be considered. If the system has not been fully tested prior to consultant or owner visiting the site for final inspection, consultant time and expenses will be invoiced back to the A.V.C. 1.06 PERMITS AND INSURANCE A. Permits: Obtain any necessary permits for the execution of this work in conformance with applicable union regulations, local, State and Federal codes and regulations. B. Insurance: Provide evidence of insurance for the full value of equipment and material located on site. Insurance will cover all losses until the work is formally accepted. Maintain additional liability insurance to protect the supplier and/or Project Management against damage claims for personal injury, including death, which may arise during the performance of this work. 1.07 GUARANTEES AND WARRANTIES A.Transfer all manufacturers' warranties to Project Management at the time of acceptance. B. Guarantee all installation work to be free of faulty workmanship. Guarantee all components and workmanship to be free from defects for a period of 12 months from the final date of acceptance, including solid-state devices. C. Guarantee the replacement of faulty materials and workmanship within 72 hours of notification at no cost to Project Management if failure occurs during warranty period. 1.08 SITE SAFETY RULES • PPE required to access the project o Hard hat o Safety glasses ■ ANSI Z-87 approved eye wear ■ Prescription glasses must be ANSI Z-87 with side shields 4 o High visibility vest ■ High visible shirt o Proper footwear ■ Leather constructed, steel toes ■ Leather or rubber soles ■ No tennis shoes • Parking o Company vehicles with company insurance ■ Do not block access or block production • Environmental o Report any spill immediately o Report any damage o Confer with the GC before bringing any chemicals on to site o Contact and coordinate with the GC for storage 1.09 CHANGES,ADDITIONS, OR DELETIONS A. For deletions that require elimination of labor,the amount of subtracted labor must be clearly shown in documentation to accompany any deletions. B. For changes that require additions, all the required information that accompanied your initial bid will be required. PART 2 PRODUCTS 2.01 GENERAL A. The procurement of equipment and other materials related this project is not part of the scope of work as defined in this contract. However, the installation and integration of these components does fall within the scope of work. Therefore, all materials referenced herein are considered owner furnished equipment. Any recommended substitutions (by the contractor) must meet or improve upon the performance and functional characteristics of the original materials. Such substitutions are at the sole discretion of Project Management.The audiovisual contractor must deliver a written request for substitution to Project Management and written authorization must be granted by the Project Management or the substitute product may not be accepted. Receptacle plates, wire and connector types are shown on the audio/visual drawings. Where conflicts exist within the specification or between the specification and the drawings contact the Design Consultant for clarification. 2.02 SPECIFIED EQUIPMENT A. Project Management will provide the comprehensive list of the equipment/materials that require installation/integration. Refer to set of drawings to be provided by the City for specific information regarding overall design, functional descriptions, and system integration. 2.03 CABLE, HARDWARE,AND MISCELLANEOUS A. Refer to drawings for specific cable and receptacle plate information. B. Provide matching manufacturer vents, blanks, and rack mounting kits as required. 5 C. Connectors: Provide compatible plugs as indicated on the drawing sheets; all cable connectors will have black anodized finish where available. Connector parts subject to any possible structural loading or stress will be metal. D, Portable Cables: For each wall, floor, or 1/0 panel receptacle that is not to be used by installed equipment, provide one portable cable with compatible connector for connection of portable devices to the system. E. External Rack Wire Management: Provide flex conduit or divided wire gutter from main conduit terminal can to adjacent equipment rack as required for clean cable management and installation. Finish management solution to match room color. Coordinate all cable management solutions with Project Management personnel for installation security approval. F. Receptacle Plates: steel or aluminum with etched and ink-filled labeling. Confirm plate color requirements prior to fabrication. G. Provide Techflex cable wrap for cable umbilical as needed. H. Utilize plenum rated cabling throughout. PART 3 EXECUTION 3.01 GENERAL DESCRIPTION A. The following is required for acceptance of the audio-visual system by Project Management: 1. Install complete and functioning audio-visual as system specified herein. 2. Label equipment and cables as specified and corresponding to functional diagram and security requirements. 3. Conduct adjustments and preliminary testing. 4. Report results of preliminary testing along with system documentation. 5. Participate in acceptance test and deliver final system and documentation. 6. Conduct any adjustments or re-testing required to meet the specifications. 7. Provide training to individuals designated by Project Management. 8. Provide an up to date, full network schematic with MAC addresses, IP addresses, serial numbers, port numbers, and patching data. 3.02 GENERAL REQUIREMENTS A. All equipment except portable equipment will be held firmly in place. This includes racks, conduits, cables, projectors, monitors, and other audio-visual electronic equipment. Fastenings and supports will be approved by a licensed structural engineer. B. Include blank or vent face plates where equipment is not mounted. Submit color samples where necessary. C. Submit shop drawings for custom fabrications including custom panels, receptacle plates, patch panel layouts, and rack elevations to Project Management for review and approval. Make submittals at least fifteen (15) days prior to scheduled fabrication. Note on the submittal the dates of scheduled fabrication. D. Do not commence work on any portion of the project requiring Project Management approval prior to obtaining such approval. Work commenced and installed prior to review and approval will be accepted at Project Management's discretion. Installation does not imply acceptance or review for acceptance. 6 E. Keep at the job site an up-to-date complete record set of prints and specifications. Make daily corrections and show all changes from the original contract drawings. Final As-Built drawings will be required at the conclusion of the project—NO EXCEPTIONS. F. Keep the job adequately staffed at all times. A qualified engineer approved by Project Management and employed by the audiovisual contractor will exercise engineering supervision over the entire installation and will inspect the installation at least twice a week. Unless through illness, loss of personnel, or other circumstances beyond the control of the audiovisual contractor, keep the same individual in charge throughout the execution of the work. G. Cooperate with Project Management in order to achieve well-coordinated progress and satisfactory results. Watch for scheduling conflicts with other trades on the job. Execute, without claim for additional payment, moderate moves or changes as necessary or required by Project Management prior to installation to accommodate minor design changes, rack layout changes, additional equipment, or to preserve symmetry and appearance. 3.03 EQUIPMENT CONNECTION A. Wiring: All wiring will be installed in strict accordance with broadcast standard practices. Cabling jacket color will be coordinated to maintain consistent identification. B. Cable Installation: Install vertical cable runs in provided conduit. All cable is to be continuous and without splices. Permanently label all cabling at all terminations. Cables will be bundled and laced neatly to maintain convenient access to all equipment connections. Support cable by wireway, raceway system components, or lacing anchoring system. Except for the required service loops and cables entering into racks, no length of cable will be unsupported for more than eighteen (18) inches. All AC power will be run in steel conduit. Loudspeaker, microphone, and line-level signal cabling are to be separated as far as possible from all power lines. C. Connectors: 1.Audio Connectors: All connections to screw clamp or binding post terminals require flanged or snap spade type lugs appropriately color-coded. Bare wire connected to a binding post or phoenix connector is not acceptable. Loudspeaker connections will be soldered with rosin core solder or with connectors approved by the Contract Representative. 2. Video Connectors: All coaxial cable connections will be made with crimp type connectors for both shield and inner conductor installed with manufacturer's approved assembly methods and tools. Connectors attached to the co-axial cable will be BNC, with a BNC to UHF adapter or BNC or RCA adapter as appropriate for the equipment being connected. 3.Tin conductors, if necessary, with a minimum amount of 60-40 or 63-37 solder(tin/lead)with resin flux (manufactured by Kester, Ersin, or approved equal). Solder fillets will wet and flow around conductor and terminal. In no case will the general outline of the conductor be invisible in excessive solder. The insulation will not be charred, melted, or burned by the soldering operation.There will be no evidence of either lead or terminal contamination. The final solder joint will be bright and shiny and will show no evidence of being a "cold joint." D. Cable Labeling: Cables and wiring in racks, consoles, connector boxes and on terminal strips will be clearly marked between two (2) and four(4) inches from end of cable gasket/harness. Provide 7 maximum label visibility. Indicate the circuit type, wire number, source and destination and jack, receptacle or socket to which connector should be mated. E. Device Labeling: Label all devices including switches, control panels, monitors and equipment. Label to be logical and permanent with clarity and legibility. Submit samples for approval. F. Power: Power conduits must be separated from other conduits containing signal lines. Provide a permanent hard-wired connection between the equipment and AC power. Connect AC power to the equipment from junction boxes designated by the Project Management. G. Grounding: Use the equipment chassis as a common point of grounding the sound system; the equipment chassis is to be grounded to earth. Cable shields will only be used for shielding (not signal) and connected to ground at the rack. All equipment will be checked for ground continuity. H. Fasteners, Hangers, Supports: Provide fasteners, supports and seismic restraints to adequately support the load as required by local building codes and Project Management. I. Ventilation: Provide adequate ventilation in equipment racks to conform to the equipment manufacturer's temperature rise requirements or 20 degrees C. Adequately review all equipment mounting locations and alert the GC where there may be inadequate ventilation before construction is completed. J. Rackmount Device Mounting: Components and devices will be mounted in racks using the specification drawings for guidance. Equipment racks will be loaded in the following manner: AC Power panels will be the bottom-most panel. Rack operating lights (if required) will be the topmost panel. User controls will be grouped at standing or seated eye level.Those devices requiring less adjustment or operator attention will be mounted higher or lower in the rack. Mount equipment in racks using Black Torx or Philips head machine screws with nylon washers in each mounting hole. For items not incorporating manufacturer's mounting attachments, furnish mounting methods: ears, trays, or custom fit shelves as required for mounting equipment. Support heavy and/or deep items at both front and rear rack rails, as necessary. 3.04 INSTALLATION AND PROGRAMMING A. DSP Audio Matrix Mixer Programming: It will be the audiovisual contractor's sole responsibility to make all adjustments to meet the functional requirements of this specification. Provide all necessary programming of DSP based audio system to provide the following: 1. Audio Matrix Mixing/Routing: Provide all necessary setup for the use of microphone mixing, audio routing, and playback inputs. Provide required preset configurations to address all output routing conditions.This includes the use of different audio and room combinations. 2. Provide appropriate control system range for volume operation, including up/down/mute volume controls for speech and playback sources. 3. Provide equalization on microphone input channels for speech input range,with low and high frequency roll-off. 8 B. Video Projection: It will be the audiovisual contractor's responsibility to ensure that the projected image fills the specified viewing surface entirely. C. Audio-Follow-Video/Break-Away Switching: all video inputs are to have audio support where applicable. Provide remote control programming to address switchers for seamless audio-follow- video switching, and/or breakaway matrix switching where required. Provide all software and firmware programming to configure matrix switchers to meet intended function of the systems. D.The control system and switchers feature some additional capacity for future growth, and will not be completely filled by the system outlined in this specification. Switching capacity is not to be reduced below the specified matrix size, and all unused video inputs should be properly terminated. E. Remote Control Software Programming: Provide all necessary software programming to access all required features for each item to be controlled, and for overall system operation. Refer to criteria and description put forth in Part 1. Coordinate with Project Management personnel and work from the supplied functional diagrams. Revise touch panels as required prior to the acceptance of the system. Provide at no extra charge, assistance on site with any reprogramming of the control system or touch panels requested by Project Management within\sixty days of acceptance of the system for minor user functionality issues. F. DC Power: Provide DC power as required to cameras, table computer interfaces, and any other devices as required. Control system buss power may be used if desired. Provide additional control system power supply capacity to support DC powered devices as required. G. Millwork: Coordinate with Project Management for the final millwork solutions, and provide receptacle plates as required to support terminations. H. Provide clean cable dress to the underside of tables from table boxes to the floorbox locations. Confirm cable dress path with Project Management personnel prior to terminating. Adhesives or hook and loop does not quality as appropriate cable dress or fastening. Cables must be fastened to the underside of tables with P-clips and screws. Zip ties with screws are not acceptable, there must be nylon p-clips. I. Coordinate with furniture supplier for connectivity at any table boxes that are not provided as part of this scope. 3.05 WORKMANSHIP A. Installation of all work including cabling will be neat. All boxes including the loudspeaker enclosures, equipment, etc. will be plumb and squarely located. Leave the job site clean and free from marks and blemishes. 3.06 AUDIO-VISUAL INTEGRATOR'S PRELIMINARY TESTING AND ADJUSTMENTS A. Load a "straight-wire" algorithm into the DSP Audio System so that end-to-end system measurements can be made. 9 B. Initially adjust all system gain controls for optimum signal to noise ratio. After all adjustments required to meet specification requirements are made, measure and report the resulting system electrical signal to noise ratio at the amplifier outputs from 20 Hz-20 kHz in octave bands. C. System Frequency Response: Measure the sound pressure level in the listening area using a calibrated type 1 precision sound level meter as defined by ANSI S1.4. Measure using the slow time constant. Report the unequalized house curve with the equalizer controls set to "0". D. Fiber optic and UTP testing:Test and document each run of fiber and UTP for continuity and proper termination. E. Video Testing: Test and document each video line for continuity and proper termination. F. Coverage Uniformity: Scan the areas served by the system and perform any necessary adjustments as required to achieve coverage uniformity. G. Adjust the DSP based equalizers to provide "flat" frequency response (+3dB) throughout all public areas. Special adjustment of speech reinforcement equalizers will be as follows: Low frequencies will roll-off 3 dB per octave below 200 Hz. High frequencies will roll-off 3 dB per octave above 8.0 kHz. Adjustments are to be made using a calibrated type 1 precision sound level meter as defined by ANSI S1.4. Measure using the slow time constant. Document and report the equalized house curves for both speech sources and audio playback and save settings as a preset. H. Report: Provide a letter/report documenting the results of these preliminary tests, including amplifier gain/level settings and equalization curves for review by Project Management. I.The audiovisual contractor will review and assess all display system characteristics to confirm optimal image sizing, focus, color balance, and brightness uniformity within and between displays. J. The audiovisual contractor will confirm that all control system operations are properly programmed and repeatable. 3.07 ACCEPTANCE TESTS A. Qualification for Acceptance: Subsequent to completing preliminary testing, the contractor will furnish Project Management with a letter/report documenting the results of the preliminary tests, the completed QTC worksheet, and two copies of"as-built" wiring diagrams of the entire system including the connection numbers, their locations, and cable color coding. The receipt of this documentation will constitute the audiovisual contractor's acknowledgment that the installation is complete and conforms to this specification and is ready to be reviewed and tested by Project Management and its delegated representatives. B. Acceptance Test: The Design Consultant and any other Project Management representatives will be present during the acceptance testing and require the assistance and cooperation of the audiovisual contractor. 1. Equipment cabinet keys and tamper-proof fastener tools must be available as necessary and appropriate. 10 2. Each major component will be demonstrated to function, as specified. 3. Measurements: Further electrical and acoustical measurements may be performed at the discretion of Project Management and its representatives. Such measurements may include sound pressure levels, uniformity of coverage, distortion, or other pertinent characteristics. C. If any test shows the equipment or system is defective or does not comply with the specifications, the AVC will perform all required repair or replacement and will provide for follow- up acceptance tests. D. Delays: If the acceptance of the system is delayed because it does not meet the specification requirements, the audiovisual contractor will reimburse the Design Consultant for all expenses of engineering/efforts needed to represent Project Management during the final acceptance testing. 3.08 SYSTEM DOCUMENTATION,TRAINING AND FIELD SUPPORT A. Operation and Maintenance Manuals: For each system, provide three copies of system manuals per system. Manuals will be in adequately sized three-ring binders, clearly labeled on spine. Manuals will contain the following: 1. Service Reference Cover Sheet: Provide a cover sheet with audiovisual contractor name, address, telephone and Fax numbers. 2. Equipment Manuals: Include copies of individual equipment operation manuals separated by tabbed dividers. Order manuals in nominal signal path order(i.e. sources first, amplifiers and loudspeakers last), followed by control system manuals, followed by miscellaneous manuals. 4. Equipment List: List all system equipment including, connectors and specialty hardware, by manufacturer and model. 5. As-built Drawings: Include folded copies of as-built drawings in clear plastic binder sleeves. Fold and insert drawings so that drawing title is clearly visible at the front of the sleeve. Place a full set of as-built drawings in each equipment rack for all systems in this project. 6. Provide touch panel and control system source code, and DSP system configuration files to Project Management. Store files on site in the system documentation binders in disk sleeves. B. Training: Provide up to 60 hours of system training to operator(s) designated by Project Management. Training time is to be non-contiguous. Some training time may be used as live "first event" assistance. Assist and oversee operator(s) during these events. END OF SECTION 11 EXHIBIT B SCHEDULE OF PERFORMANCE CUPERTINO ROOM AV UPGRADE PROJECT Contract Executed March 5, 2020 Kickoff Meeting March 8, 2020 Off-site Staging and Prebuild March 9- 13, 2020 Old System Deinstallation (Cupertino Video Team) March 12- 16, 2020 On-site Installation and Commissioning March 23-27, 2020 Training and Turnover March 30-31, 2020 EXHIBIT C Installation Labor $13,425.00 Configuration/Programming $7,500.00 Support/Service(Inc.Tax if Applicabli $5,750.00 Project Management $1,500.00 Contingency $6,825.00 Professional Services Total $35,000.00 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)forbodily 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). 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 basis for the benefit of City before the City's own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned,hired, and non-owned autos)with limits no less than$1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury ordisease. 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. i i Exh.D-Insurance Requirements for Design Professionals&Consultant Contracts Form Updated Sept. 2019 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 and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance(at least as broad as ISO Form CG 20 10 (11/85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City.At City's option,either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses.The policy shall provide,or be endorsed to provide,that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements(or copies of the policies effecting the coverage required by this Contract),and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract,including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above,City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage i 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. Exh.D-Insurance Requirements for Design Professionals&Consultant Contracts Form Updated Sept.2019 2 (MMIDDIYYY ACCORD® CERTIFICATE OF LIABILITY INSURANCE rATE 2/26/2020 Y) 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 Vantreo Insurance Brokerage PHONE Jessica Cano FAX 100 Stony Point Rd, Suite 160 c e EX :707-546-2300 A,c No;707-546-2915 Santa Rosa CA 95401 nbDREss: certs@vantreo.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Hartford Fire Insurance Company 19682 INSURED ADVASYS-01 INSURER B:Hartford Casualty Insurance Company 29424 Advanced Systems Group LLC 1226 Powell S. Street -INSURER c:The Continental Insurance Company 35289 Emeryville CA 94608 INSURER D:Hartford Insurance Company of the Midwest 37478 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:945062249 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. INSRR TYPOLICY EFF POLICY EXP PE OF INSURANCE ADDL SUBR POLICY NUMBER MM DD/YYYY MM/DDM'YY LIMITS A X COMMERCIAL GENERALLIABILITY Y 57UUNFN8679 1/1/2020 1/1/2021 EACH OCCURRENCE $1,000,000 IT] OCCUR DAMAGE TO S(RENTED CLAIMS-MADE PREMISES Ea occurrence) $300,000 MED EXP(Any one person) $10,000 Non-Owned Liab. PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $1,000,000 JECT POLICY❑ PRO ❑ LOC PRODUCTS-COMP/OP AGG $2,000,000 X OTHER: $ A AUTOMOBILE LIABILITY N N 57UUNFN8679 1/1/2020 1/1/2021 COMBINED SINGLE LIMIT $1,000,000 Ea accident IX ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident B X UMBRELLALIAB X OCCUR 57RHUFN8380 1/1/2020 1/1/2021 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED I X I RETENTION$in nnn $ D WORKERS COMPENSATION Y 57WEAC4L8M 1/1/2020 1/1/2021 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below I I E.L.DISEASE-POLICY LIMIT $1,000,000 C Ocean Marine OC711675 1/1/2020 1/1/2021 Limit 300,000 Leased/Rented Equipment Limit 575,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Technology Errors and Omissions Policy#PHPK1925116-Philadelphia Indemnity-NAIC 18058-1/1/2020-1/1/2021 $1 M Per Claim$2M Aggregate$5k Retention The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are included as addition insured in regards to general liability per the attached form.Waiver of subrogation applies to workers compensation per attached form. 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 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 57 UUN FN8679 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): THE CITY OF CUPERTINO, ITS CITY COUNCIL, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS, SERVANTS AND VOLUNTEERS 10185 N STELLING RD CUPERTINO, CA 95014 Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only with Section III —Limits Of Insurance: respect to liability for "bodily injury", "property If coverage provided to the additional insured is damage" or "personal and advertising injury" required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. Required by the contract or agreement; or 1. In the performance of your ongoing operations; o 2. Available under the applicable Limits of 2. In connection with your premises owned by or Insurance shown in the Declarations; rented to you. whichever is less. However: This endorsement shall not increase the applicable 1. The insurance afforded to such additional Limits of Insurance shown in the Declarations. insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 04 13 ©Insurance Services Office, Inc., 2012 Page 1 of 1 AL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 57 WE AC4L8M Endorsement Number: 001 Effective Date: 02/20/20 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:ADVANCED SYSTEMS GROUP LLC 1226 POWELL ST EMERYVILLE CA 95014 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 2 % 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, EMPLOYEES, AGENTS, SERVANTS, AND VOLUNTEERS 10185 N STELLING RD CUPERTINO, CA 95014 Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 0 2/2 6/2 0 Policy Expiration Date: 01/01/21 i Exhibit E i Labor Code Requirements 1. The following prevailing wage provisions apply to this Agreement. 1.1 In General. For purposes of California labor law, this is a public works contract subject to the provisions of Part 7 of Division 2 of the California Labor Code (Sections 1720 et seq.). In accordance with Labor Code Section 1771, Contractor and all subcontractors shall pay not less than current prevailing wage rates as determined by the California Department of Industrial Relations ("DIR") to all workers employed on this project as applicable. In accordance with Labor Code Section 1815, Contractor and all subcontractors shall pay all workers employed on this project 1 '/2 the basic rate of pay for work performed in excess specified hour limitations. The work performed pursuant to this Agreement is subject to compliance monitoring and enforcement by the Department of Industrial Relations. 1.2 Registration. Contractor and all subcontractors are not qualified to bid on or be listed in a bid proposal, subject to the requirements of section 4104 of the California Public Contract Code, and shall not engage in the performance of any work under this Agreement,unless currently registered and qualified to perform public work pursuant to section 1725.5 of the California Labor Code. Contractor represents and warrants that it is registered and qualified to perform public work pursuant to section 1725.5 of the Labor Code and will provide its DIR registration number, along with the registration numbers of any subcontractors as required, to the City. 1.3 Posting. Contractor shall post at the job site the determination of the DIR director of the prevailing rate of per diem wages together with all job notices that are required by regulations of the DIR. 1.4 Reporting. Contractor and any subcontractors shall keep accurate payroll records in accordance with Section 1776 of the Labor Code and shall furnish the payroll records directly to the Labor Commissioner in accordance with the law. 1.5 Report on Prevailing Rate of Wages. The City has obtained the general prevailing rate of per diem wages in the vicinity of the project for each type of worker needed, a copy of which is on file at the City of Cupertino City Hall, and shall be made available to any interested party upon request. 1.6 Employment of Apprentices. Contractor's attention is directed to the provisions in Sections 1777.5 and 1777.6 of the Labor Code concerning the employment of apprentices by the Contractor or any subcontractor. It shall be the responsibility of the Contractor to effectuate compliance on the part of itself and any subcontractors with the requirements of said sections in the erriployment of apprentices. Information relative to apprenticeship standards, wage schedules, and other requirements may be obtained from the Director of Industrial Relations, ex-officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices. i i 1.7 Penalties. Contractor's attention is directed to provisions in Labor Code Sections 1775 and 1813. In accordance with Labor Code Section 1775, Contractor and subcontractors maybe subject to penalties for Contractor's and subcontractors' failure to pay prevailing wage rates. In accordance with Labor Code Section 1813, Contractor or subcontractors may be subject to penalties for Contractor's or subcontractors' failure to pay overtime pay rates for hours worked by workers employed on this project in excess specified hour limitations. 1090602.1 i i 1� n