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20-075 Community Climate Solutions, Software-as-a-Service Agreement, Community Engagement Platform on Climate and Sustainability 3790 El Camino Real, #364, Palo Alto, CA 94306 Community Climate Solutions Community Engagement Platform on Climate and Sustainability Software as a Service Agreement This SaaS Services Agreement (“Agreement”) is entered into on this 23 day of June, 2020 (the “Effective Date”) by and between Community Climate Solutions, located at 3790 El Camino Real, No. 364, Palo Alto, CA, 94306 (“CCS”) and the City of Cupertino, located at 10300 Torre Avenue, Cupertino, CA 95014 (“Customer” or “you”). This agreement includes and incorporates the below the Product Details and Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. Any capitalized terms not defined herein will have the meaning set forth in the Agreement. By signing below, the parties hereby agree to all the terms and conditions of this Agreement, including the Product Details and Terms and Conditions, effective as of the Effective Date. COMMUNITY CLIMATE SOLUTIONS Signature:___________________________ Printed Name:________________________ Title:_______________________________ Date:_______________________________ CITY OF CUPERTINO APPROVED AS TO FORM: A Municipal Corporation Signature:___________________________ _________________________ Printed Name:_______________________ City Attorney Title:_______________________________ Heather M. Minner Date:_______________________________ ☐Over $175,000- Council Approval Required ☐Over $45,000- Department Head Approval Required ☐Up to $45,000- Designated Supervisor Approval Required ATTEST: __________________________ City Clerk DATE: _______________ Lisa Altieri President 06/30/20 Lisa Altieri Heather M. MinnerBill Mitchell 06/30/20 CTO Bill Mitchell Jun 30, 2020 3790 El Camino Real, #364, Palo Alto, CA 94306 Product Details A. Product Overview. CCS will provide and host the White-Labeled Service, a customizable interactive web-based community engagement platform on climate and sustainability. Upon launch, the White-Labeled Service will contain the following functionalities and features: Description • Ability for residents to create accounts, enter data and track progress on carbon emissions reductions • Dashboard of possible actions residents can take including the option to add custom actions for an additional fee • Page to track community emission and add news and events • Ability for users to share information and resources and work in teams. • Customer branding of site including custom domain, 3 photos, logo, tag lines and community participation and reduction goals. • Method for users to enter energy use data to establish baseline emissions, including Green Button data upload if available through utility • Customer specific data for accurate carbon emissions calculations • Ability for Customer to contact users and create posts. B. Support a. Custom One-Time Customer Set-Up. To facilitate the set-up, CCS will provide a complete list of required content and support Customer in site set-up. Customer staff will email content to their designated project manager, for inclusion on the White- Labeled Service. b. Training. During the Term, CCS will provide a commercially reasonable amount of training at no additional cost to Customer staff members, to be provided (1) individually as needed to Customer staff program administrator as well as (2) in 2 scheduled group training sessions with Customer and partner staff. All training will be provided remotely via phone, email or video calls. c. Ongoing Support. At no additional cost, during the Term, CCS will provide support to Customer staff with respect to the White-Labeled Service via phone, email, or video calls, during normal business hours, which are Monday through Friday, 8 a.m. to 5 p.m. (Pacific Standard Time), but excluding US holidays and other days that CCS is closed. CCS will make commercially reasonable efforts to respond to requests for support within a reasonable time period. C. Territory. City of Cupertino D. Initial Service Term. 1 Year E. Fees. Fees are due and payable upon contract signing. One-Time Implementation (Set-up) Fee. Waived Annual Service Fee. $ 6,000 One time discounted $4,000 renewal option for Year 2 3790 El Camino Real, #364, Palo Alto, CA 94306 Terms & Conditions In consideration of the foregoing and the mutual promises herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. DEFINITIONS 1.1 “CCS Service” means CCS’s interactive web-based community engagement platform on climate and sustainability, including all services and processes created by CCS related thereto, and all improvements, updates, fixes, releases, and updates related thereto. 1.2 “CCS Technology” means the CCS Service and the White-Labeled Service. 1.3 “Customer Content” means Setup Content and Maintenance Content. 1.4 “Maintenance Content” means all artwork, graphics, icons, images, trade names, trademarks, images, text, data, and other content provided by Customer via the administrative dashboard functionality of the White-Labeled Service, including content provided to populate the action resources and community action page of the White-Labeled Service. 1.5 “Setup Content” means logo(s), photos, text, taglines, and other content provided by Customer to CCS in order for CCS to generate the White-Labeled Service. 1.6 “Territory” means the territory set forth in the Product Details. 1.7 “Users” means users identified as located in the Territory. 1.8 “White-Labeled Service” means an instance of the CCS Service, the front end user interface of which has been modified by CCS to display the Setup Content. 2. LAUNCH AND OPERATION OF WHITE-LABELED SERVICE 2.1 Development and Launch. CCS will use commercially reasonable efforts to develop and launch a version of the White-Labeled Service within a reasonable period of receipt of (i) the required Setup Content, as indicated by CCS per the Product Details, and (ii) a final request for customizations, approved by both parties. CCS will make a version of the White-Labeled Service available for Customer to review prior to such launch. Customer will cooperate with and reasonably assist CCS in supplying its Setup Content and other content for use by CCS in creating the White-Labeled Service. The White-Labeled Service will be owned by CCS or its licensors, and all matters relating thereto (except for Customer Content) will be controlled and determined by CCS. 2.2 Access. Any access by users to the White-Labeled Service will be subject to such users agreeing to CCS’s terms of service for the CCS Service, as such terms may be updated or modified by CCS from time to time. Unless otherwise agreed upon in a written addendum to this Agreement, the White-Labeled Service is only intended for use by Users residing in the Territory. Customer will not charge any subscription or access fees, or place other restrictions on Users with respect to access or use of the White- Labeled Service, without CCS’s prior written consent. 2.3 Maintenance and Operation of the White-Labeled Service. Notwithstanding anything to the contrary herein, Customer is solely responsible for (i) uploading and maintaining Maintenance Content , 4 (ii) ensuring the quality of the Maintenance Content, including that it is accurate and appropriate, (iii) monitoring and approving, as needed, content posted, shared, or otherwise distributed by Users via the White-Labeled Service, and (iv) providing end user support to Users. Any use by Customer personnel of the administrative dashboard functionality of the Service must be in compliance with CCS’s then -current terms of service for the CCS Service. CCS may, in its sole discretion, review, edit, or delete all content on the White-Labeled Service. If, in CCS’s sole reasonable discretion, Customer materially fails to maintain Maintenance Content that is accurate and appropriate, CCS may terminate this Agreement as set forth in Section 6.2. CCS will make commercially reasonable efforts to provide support to Customer, to the extent set forth in the applicable Product Details, and is not responsible for providing support directly to Users. 2.4 License. Customer hereby grants to CCS during the Term of the Agreement a non-exclusive, royalty-free license to use Customer Content solely for the purpose of developing and operating the White- Labeled Service. CCS may not modify the Customer’s logos in any way without Customer’s prior consent. Customer reserves its rights in its logos and all other intellectual property or proprietary rights. CCS acknowledges that Customer’s logos and the goodwill associated therewith are valuable properties belonging to Customer and that all rights thereto are and will remain the sole and exclusive property of the Customer. CCS agrees to use Customer’s logos in a manner which will protect Customer’s rights and goodwill therein. CCS agrees that it will do nothing inconsistent with Customer’s ownership rights in its logos and that all uses of the same will inure to the sole benefit of and be on behalf of Customer. 3. RESTRICTIONS AND RESPONSIBILITIES 3.1 Restrictions. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the CCS Technology or any software, documentation or data related to the CCS Technology; modify, translate, or create derivative works based on the CCS Technology (except to the extent expressly permitted by CCS); use the CCS Technology for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. 3.2 Responsibilities. Customer represents, covenants, and warrants that Customer will use the White- Labeled Service only in compliance with CCS’s then-current policies, and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless CCS against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of the CCS Technology. Although CCS has no obligation to monitor Customer’s use of the CCS Technology, CCS may do so and may prohibit any use of the CCS Technology it believes may be (or alleged to be) in violation of the foregoing. 3.3 Equipment. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the CCS Technology, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent. 5 4. DATA ACCESS AND CONFIDENTIALITY 4.1 User Data. Upon request CCS may provide Customer with certain data collected through the White-Labeled Service (the “User Data”). Such User Data may be provided only in aggregate form, including team, affiliation group, neighborhood, or city, and will be made available to Customer via a method agreed upon by the parties. Customer will use User Data only as permitted by the privacy policy for the CCS Service, as may be modified by CCS from time to time (the “CCS Privacy Policy”), and applicable law. Customer will not have access to data of individual users. 4.2 Ownership and Use. CCS will have the rights to use all User Data and other data collected by or on behalf of CCS in connection with the White-Labeled Service and the CCS Service, including account information and User account access information in accordance with applicable law and the CCS Privacy Policy. Subject to the CCS Privacy Policy, CCS will have the right to contact users via email. 4.3 Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business that is marked confidential or proprietary at the time of disclosure, or that, under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of CCS includes non-public information regarding features, functionality and performance of the CCS Technology. The Receiving Par ty agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in providing the White-Labeled Service or as otherwise required to fulfill Receiving Party’s obligations herein) or divulge to any third person any such Proprietary Information, except to its employees, agents, and third party contractors on a need -to- know basis, and as long as such parties are bound by restrictions at least as protective of Disclosing Party’s Proprietary Information as this Agreement. Receiving Party may disclose Disclosing Party’s Proprietary Information to the extent required by any law or regulation if it gives reasonable advance notice (to the extent permitted under law) so that Disclosing Party can seek to prevent or limit such disclosure. The Disclosing Party agrees that the limitations on use and disclosure in this Section shall not apply with respect to any Proprietary Information after five (5) years following the disclosure thereof. Proprietary Information does not include any information that (a) is or becomes generally available to the public through no fault of Receiving Party, (b) was in its possession or known by Receiving Party without restriction prior to receipt from the Disclosing Party, (c) was rightfully disclosed to Receiving Party without restriction by a third party, or (d) was independently developed by Receiving Party without use of any Proprietary Information of the Disclosing Party. 5. PAYMENT OF FEES 5.1 Customer will pay CCS the then applicable fees described in the Product Details in accordance with the terms therein (the “Fees”). CCS reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that CCS has billed Customer incorrectly, Customer must contact CCS no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to CCS’s customer support department. 6 5.2 CCS may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by CCS thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may r esult in immediate termination of this Agreement. Customer shall be responsible for all taxes associated with White-Labeled Service other than U.S. taxes based on CCS’s net income. 6. TERM AND TERMINATION 6.1 Subject to earlier termination as provided below, this Agreement is for an initial term (“Initial Service Term”) as specified in the Product Details, and shall be renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”) upon agreement by both parties, prior to the end of the then-current term. If the renewal commences after the current term is completed, a reconnection fee will apply. 6.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the White-Labeled Service up to and including the last day on which the White-Labeled Service is provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, Customer restrictions, confidentiality obligations, warranty disclaimers, and limitations of liability. 7. WARRANTY AND DISCLAIMER Each party represents and warrants to the other that (a) it has the full power and authority to enter into and fulfill the terms of this Agreement and to grant the licenses it grants pursuant to Sectio n 2.4; and (b) it has not entered and will not enter into any agreements that interfere or conflict with the terms hereof. CCS shall use reasonable efforts consistent with standards of similarly sized organizations to maintain the White-Labeled Service in a manner which minimizes errors and interruptions and shall provide services hereunder in a professional and workmanlike manner. The White-Labeled Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by CCS or by third-party providers, or because of other causes beyond CCS’s reasonable control, but CCS shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. CCS DOES NOT WARRANT THAT THE CCS TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE CCS TECHNOLOGY. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE CCS TECHNOLOGY IS PROVIDED “AS IS” AND CCS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CUSTOMER WILL NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO THIRD PARTIES WITH RESPECT TO THE CCS TECHNOLOGY 8. LIMITATION OF LIABILITY TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), AND OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND 7 EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND SUCH PARTY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES OWED BY CUSTOMER TO CCS UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. MISCELLANEOUS If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with CCS’s prior written consent. CCS may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement, including any Product Details, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind CCS in any respect whatsoever. In any action or proceeding to enforce rights under this Agreeme nt, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 6/18/2020 20702 Community Climate Solutions 3790 El Camino Real #364 Palo Alto, CA 94306 22667 A 1,000,000 X TECCAD954854801X 6/17/2020 6/17/2021 1,000,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000A TECCAD954854801X 6/17/2020 6/17/2021 B Cyber/Network Liab D95358433 4/22/2020 Aggregate 2,000,000 B Errors & Omissions D95358433 4/22/2020 4/22/2021 Aggregate 2,000,000 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers is an additional insured with regards to the General Liability coverage as per written contract. City of Cupertino 10300 Torre Ave Cupertino, CA 95014 COMMCLI-01 KRODGERS AP Intego Insurance Group, LLC 1601 Trapelo Rd Suite 280 Waltham, MA 02451 support@apintego.com ACE Fire Underwriters Insurance Company Ace American Insurance Company 4/22/2021 X X X X X POLICY NUMBER: BUSINESSOWNERS BP 04 48 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 04 48 07 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II – Liability is amended as follows: A.The following is added to Paragraph C. Who Is An Insured: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. However: a. The insurance afforded to such additional insured only applies to the extent permitted by law; and b. 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. B.With respect to the insurance afforded to these additional insureds, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits Of Insurance shown in the Declarations. D95485480 The City of Cupertino, It’s City Council, Officers, Officials, Employees, Agents, Servants, and Volunteers10300 Torre Ave.Cupertino, CA 95014 Community Climate Solutions SaaS Final Audit Report 2020-07-01 Created:2020-06-25 By:Marilyn Monreal (Marilynm@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAS1pOM8EZbdI-6J0aFw1sJrg8eI7G9c7Y "Community Climate Solutions SaaS" History Document created by Marilyn Monreal (Marilynm@cupertino.org) 2020-06-25 - 7:04:03 PM GMT- IP address: 69.181.1.100 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2020-06-25 - 7:06:53 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2020-06-26 - 3:22:19 PM GMT - Time Source: server- IP address: 24.23.184.82 Document emailed to Lisa Altieri (laltieri@communityclimate.org) for signature 2020-06-26 - 3:22:21 PM GMT Email viewed by Lisa Altieri (laltieri@communityclimate.org) 2020-06-30 - 3:27:53 PM GMT- IP address: 74.125.209.60 Document e-signed by Lisa Altieri (laltieri@communityclimate.org) Signature Date: 2020-06-30 - 3:28:39 PM GMT - Time Source: server- IP address: 24.5.104.235 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2020-06-30 - 3:28:42 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2020-06-30 - 10:52:46 PM GMT- IP address: 45.41.142.164 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2020-06-30 - 10:53:27 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Bill Mitchell (billm@cupertino.org) for signature 2020-06-30 - 10:53:29 PM GMT Email viewed by Bill Mitchell (billm@cupertino.org) 2020-06-30 - 11:02:54 PM GMT- IP address: 73.63.193.45 Document e-signed by Bill Mitchell (billm@cupertino.org) Signature Date: 2020-06-30 - 11:41:52 PM GMT - Time Source: server- IP address: 73.63.193.45 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2020-06-30 - 11:41:54 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2020-06-30 - 11:59:57 PM GMT- IP address: 104.47.46.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2020-07-01 - 0:00:06 AM GMT - Time Source: server- IP address: 148.64.105.190 Signed document emailed to Bill Mitchell (billm@cupertino.org), cyrahc@cupertino.org, Heather M. Minner (minner@smwlaw.com), Lisa Altieri (laltieri@communityclimate.org), and 3 more 2020-07-01 - 0:00:06 AM GMT