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PROFESSIONAL/CONSULTING SERVICES AGREEMENT
1.PARTIES
This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”),
and (“Contractor”), a
for ,
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. Contractor further agrees to carry
out its work in compliance with the City’s Shelter In Place and Social Distancing Requirements,
attached here and incorporated as Exhibit A-A.
3.TIME OF PERFORMANCE
3.1 This Agreement begins on the Effective Date and ends on
(“Contract Time”), unless terminated earlier as provided herein. Contractor’s Servicesshall begin
on and shall be completed by . 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
$ (“Contract Price”), based upon the scope of services in Exhibit A and
the budget and rates included in Exhibit C, Compensation attached and incorporated here. The
maximum compensation includes all expenses and reimbursements and will remain in place even
if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted
without prior written approval of City.
Dasher Technologies, Inc.
Corporation
General IT Consulting Services
June 30, 2021
July 1, 2020 June 30, 2021
26,500
General IT Consulting Services
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4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable
completed and the amount due for the preceding month. Within thirty (30) days of completion of
Services,Contractor must submit a requisitionforfinalandcomplete payment of costsand pending
claims for City approval. Failure to timely submit a complete and accurate payment requisition
relieves City of any further payment or other obligations under the Agreement.
5.INDEPENDENT CONTRACTOR
5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint
venture of City. Contractor is solely responsible for the means and methods of performing the
Services and for the persons hired to work under this Agreement. Contractor is not entitled to
health benefits, worker’s compensation, or other benefits from the City.
5.2 Contractor’sQualifications.Contractor warrants on behalf of itselfand its subcontractors
that they have the qualifications and skills to perform the Services in a competent and professional
manner and according to the highest standards and best practices in the industry.
5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that
they are properly licensed, registered, and/or certified to perform the Services as required by law
and have procured a City Business License, if required by the Cupertino Municipal Code.
5.4 Subcontractors. Only Contractor’s employees are authorized to work under this
Agreement. Prior written approval from City is required for any subcontractor, and the terms and
conditions of this Agreement will apply to any approved subcontractor.
5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and
equipment required to perform the Services under this Agreement.
5.6 Payment of 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 subcontractorsshall 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.
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6.PROPRIETARY/CONFIDENTIALINFORMATION
In performing this Agreement, Contractor may have access to private or confidential information
owned or controlled by the City, which may contain proprietary or confidential details the
disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence
all City information provided by City to Contractor and use it only to perform this Agreement.
Contractor shall exercise the same standard of care to protect City information as a reasonably
prudent contractor would use to protect its own proprietary data.
7.OWNERSHIP OF MATERIALS
7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product,
memoranda, study, report, map, plan, drawing, specification, data, record, document, or other
information or work, in any medium (collectively, “Work Product”), prepared by Contractor in
connection with this Agreement will be the exclusive property of the City upon completion of the
work to be performed hereunder or upon termination of this Agreement, to the extent requested by
City. In any case, no Work Product shall beshown to any third-party without prior written approval
of City.
7.2 Copyright. To the extent permitted by Title 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 written approval.
7.3 Patents and Licenses. Contractor must pay royaltiesor license fees required for authorized
use of any third party intellectual property, including but not limited to patented, trademarked, or
copyrighted intellectual property if incorporated into the Services or Work Product of this
Agreement.
7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights,City
may use or modify the Work Product of Contractor or its sub-contractors prepared or created under
this Agreement, to execute or implement any of the following:
(a)The original Services for which Contractor was hired;
(b)Completion of the original Services by others;
(c)Subsequent additions to the original Services; and/or
(d)Other City projects.
7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work
Product, on recycled paper and copied on both sides, except for one single-sided original.
8.RECORDS
Contractor must maintain complete and accurate accounting records relating to its 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
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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 resultingfromtheworkorperformance
of Contractor or its subcontractors or sub-subcontractors;
(d)Unauthorized use or disclosure of City’s confidential and proprietary Information;
(e)Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark,
or service mark or other proprietary or intellectual property rights of any third party.
11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must
accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request,
Contractor will assist City in the defense of a claim, dispute,or lawsuit arising out of this
Agreement.
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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. Nothingin
the Agreement shall be construed to give rise to an implied right of indemnity in favor of
Contractor against City or any Indemnitee.
11.4.Contractor’s payments may be deducted or offset to cover any money the City lost due to a
claim or counterclaim arising out of this Agreement, a purchase order, or other transaction.
11.5.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.
11.6. 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 laws and
regulations applicable to this Agreement. Contractor will promptly notify City of changes in the
law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor
is responsible for verifying the employment authorization of employees performing the Services,
as required by the Immigration Reform and Control Act.
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.
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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.Anyviolation 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. TheCity assigns
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
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 OFPROJECT
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 DISPUTERESOLUTION
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
General IT Consulting Services
Benny Hsieh, IT Manager
Angela Armnstrong
Account Executive
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California. Contractor must comply with the claims filing requirements under the Government
Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide
the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award
must be supported by law and substantial evidence and include detailed written findings of law
and fact.
18.ATTORNEY FEES
If Cityinitiates 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 PARTYBENEFICIARIES
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
be valid to amend or abridge this Agreement. If there is any inconsistency between any term,
clause, or provision of the main Agreement and any term, clause, or provision of the attachments
or exhibits thereto, the terms of the main Agreement shall prevail and be 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/PARTIALINVALIDITY
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
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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
Attention:
Email:
To Contractor:
Attention:
Email:
27.VALIDITY OFCONTRACT
This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract
provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time,
(b) is signed by the City Manager or an authorized designee, and (c) is approved for form by the
City Attorney’s Office.
28.EXECUTION
The person executing this Agreement on behalf of Contractor represents and warrants that
Contractor has full right, power, and authority to enter into and carry out all actions contemplated
by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a
legally binding obligation of Contractor. This Agreement may be executed in counterparts, each
one of which is deemed an original and all of which, taken together, constitute a single binding
instrument.
10300 Torre Ave., Cupertino CA 95014
Benny Hsieh, IT Manager
bennyh@cupertino.org
Dasher Technologies, Inc.
75 Campbell Technology Parkway, # 100, Campbell, CA
Angela Armstrong
angela.armstrong@dasher.com
General IT Consulting Services
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Professional/Consulting Contracts /Version:$SULO 20
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General IT Consulting Services
Dasher Technologies, Inc.
510548084
Michael J. Cook
Chief Financial Officer
06/30/20
Michael J. Cook
Heather M. Minner
Bill Mitchell
06/30/20
CTO
Bill Mitchell
Jun 30, 2020
Revised: April 30, 2020 – Services Agreements
1
Exhibit A-A – SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS
A. Health Laws Acknowledged. It is acknowledged that Consultant’s/Contractor’s
(“Contractor”) duty to comply with Laws, as defined in Section 13 of the Contract/Agreement
(“Contract”), includes immediate compliance by Contractor and its subcontractors with the
restrictions on travel and the Social Distancing Requirements set forth in the most recent health
order issued by the County of Santa Clara Health Department in response to the COVID-19
pandemic, and any subsequent amendments or superseding orders thereto (the “Health
Order”), and any other local, state, or federal laws that have been or may be enacted in
response to the COVID-19 pandemic (collectively, “Health Laws”).
B. Health Order Compliance. Contractor shall comply with any restrictions on travel and social
distancing requirements in the Health Order when preforming work under this Contract. If a
scope of work item, notice to proceed, or work order under this Contract specifies work that
cannot be performed in compliance with the Health Order or other Health Laws, Contractor
shall refrain from conducting the work and immediately inform the City.
C. Individuals at High Risk of Severe Illness. Nothing in this Contract shall be interpreted to
require any person at high risk of severe illness from COVID-19 to leave their residence to
perform work under the Contract. Contractor will inform the City if other arrangements for the
work must be made, and City will do so, with no penalty to Contractor, although Contractor will
not be compensated for work performed by the City or third parties. Information from the
Center for Disease Control (“CDC”) on “high risk” categories is available at the CDC's website at:
https://www.cdc.gov/coronavirus/2019-ncov/specific-groups/people-at-higher-risk.html.
D. Health Order Requirements and Best Practices. Contractor will immediately undertake all
appropriate measures to ensure compliance with the Social Distancing Requirements in the
Health Order by all individuals performing work under this Contract, including Contractor's or
any subcontractor's workers, employees, representatives, vendors, or suppliers (collectively,
"workers"), and shall maintain these measures for as long as required by the Health Order or
other Health Laws. As long as required by the operative Health Order or other Health Laws,
these measures shall include, but are not limited to, the following:
1. Meetings/Site Access. Use electronic alternatives to in person meetings, e.g.,
conference calls, video-conferencing, etc., to the greatest extent possible. Limit access
to any project site or any work area to workers who are necessary to perform in-person
work. Require non-essential personnel to work from home to the extent possible. Avoid
all non-essential travel.
2. Distancing. Where workers perform in-person work at a project site or a work area,
prohibit workers from being less than six feet apart, unless and only to the extent that
would compromise worker safety or violate safety Laws for specific operations. Prohibit
handshaking or any physical contact among workers, with the sole and limited exception
Revised: April 30, 2020 – Services Agreements
2
of any physical contact required for worker safety or to comply with safety Laws.
Prohibit workers from sharing a vehicle.
E. Changed Requirements. It is understood and acknowledged that circumstances pertaining to
the COVID-19 pandemic are evolving rapidly and that new local, state, or federal requirements
may modify the requirements under this Exhibit. Contractor agrees to work cooperatively with
the City to implement new or changed requirements as quickly as possible.
F. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require
any agents, subcontractors, or subconsultants to comply with its provisions.
1229192.7
Statement of Work for City of Cupertino
Dasher Technologies, Inc. | 675 Campbell Technology Pkwy, Suite 100, Campbell, CA 95008 Confidential
4
SERVICE DESCRIPTION (SCOPE OF WORK)
The Client has engaged Dasher Technologies to assist with General IT Consulting Services. These services are
defined by Client and may include (but are not limited to) Enterprise Networking, CyberSecurity, Cloud Services
and IT Data Center Services.
The Client shall work directly with their Account Executive to schedule time with a Dasher Engineer. The Account
Executive will work with internal Dasher Project Management resources to allocate Dasher Engineering resources
for the Client. Dasher Project Management hours are included on the proposal and will be used when necessary to
ensure a successful project implementation based on the complexity of the work being requested.
Dasher may use subcontractors to provide service delivery and will notify the client during the process of the
intention to use subcontractors during the implementation of the service. Examples of times when Dasher would
use Subcontractors includes the new office buildouts to provide physical wireless AP mounting and LAN cabling.
SERVICE LEVEL AGREEMENT
The Dasher standard Service Level Agreement is provided as a 2-week lead time from Client request to availability
of a Dasher resource. Dasher will make every effort to schedule resources as fast as possible and, in most cases,
Dasher is able to schedule resources much faster than our standard 2-week SLA.
Dasher availability to provide General IT Consulting Services are prioritized below existing formal projects with set
deliverables that are in process with a Client. Dasher Technologies will work with the Client to schedule an
engineering resource as close to the requested project date as possible for the Client.
These services are not designed to be used as an IT staff augmentation service for emergency services or to be
used as a substitute for vendor support agreements, with the expectation that Dasher Engineering Resources
would be available at a moment’s notice. These services are designed to be used for planned IT projects where
additional resources may be needed, but the scope of which are general in nature. Dasher may use billable
professional services hours to become familiar with and document Client IT architectures as required to perform
the requested services.
PLANNING FOR CONSULTING SERVICES
A Dasher Technologies engineer will engage with the Client to gather information about the IT environment in
order to prepare for the Consulting Services engagement. Dasher will work with the Client to establish schedules
and timelines as necessary, if any, that will need to be in place before the project begins.
EXHIBIT A
Statement of Work for City of Cupertino
Dasher Technologies, Inc. | 675 Campbell Technology Pkwy, Suite 100, Campbell, CA 95008 Confidential
5
CLIENT RESPONSIBILITIES
1. Review this SOW with the Dasher Account Manager and Technical Resource
2. Sign this SOW and submit with a PO in order to formally schedule the service
3. Provide access to a workspace at the deployment site if onsite work is required
4. Provide detailed IT architecture and network diagrams as required to complete the Consulting Services
5. Provide equipment and network configuration files in electronic form as required to complete the
Consulting Services
6. Provide login access to all pertinent devices as required to complete the Consulting Services
7. Provide a staff resource with knowledge of the existing environment
8. Associate Dasher Technologies with Vendor support contracts as required to complete the Consulting
Services
TERMS AND CONDITIONS
Unless a Master Services Agreement is in place between our two companies, the Dasher Standard Terms and
Conditions of Sale located here http://www.dasher.com/company/terms-conditions/ shall apply.
Changes to the Project Scope
Client and Dasher Technologies must mutually agree in writing to any change in the scope of work before
beginning additional work. Additional services beyond this scope of work will be billed at the agreed upon rate
and require a Change Order.
The time required estimates provided here are based on the information provided by Client and Dasher
Technologies understanding of the environment at the time this document was delivered. If during the
engagement Dasher Technologies uncovers undisclosed or unknown conditions that significantly impacts the
time to complete the described professional services, a review will be conducted to determine potential
impact to the project scope. If a significant amount of additional time is required to complete the original
professional services, a Change Order will be required.
Travel
If travel is required for the implementation of this SOW, travel time and customary travel expenses will be
charged, which may include, but are not limited to:
• Airfare
• Hotel
• Meals
• Rental Car
Confidential Information
Client and Dasher Technologies mutually agree to limit disclosure of each other’s confidential information
solely to employees or agents who need to know such information. All such information remains the property
of the party disclosing such information. All documents, records, notebooks and other material shall be
returned to the owner of the confidential information upon request.
Non-Solicitation
Starting on the later date (if the dates are different) of the signed agreement and continuing for 1 year
thereafter, neither Dasher nor Client will direct any of its agents to encourage or solicit any employee of the
other party to leave that other party for any reason, provided, however, that the foregoing provision will not
Statement of Work for City of Cupertino
Dasher Technologies, Inc. | 675 Campbell Technology Pkwy, Suite 100, Campbell, CA 95008 Confidential
6
prevent any party or its representatives from, and shall not create any liability under the Agreement with
respect to, (i) placing general advertisements for employment which are not specifically directed to any other
party’s employees, (ii) using independent employment agencies (so long as such agencies are not specifically
directed to solicit any employees of such other party) or (iii) hiring any individual who responds to such
general solicitation or is presented to such party by any such employment agency or who voluntarily makes
unsolicited contact with such party or its representatives.
Proposal Time Limit
The fees, terms and conditions offered in this statement of work are effective for thirty (30) business days
from the date of this Statement of Work.
Invoicing
Dasher will partially invoice monthly for all professional services hours delivered in that month. For projects
which contain specific milestones, Dasher will invoice upon the completion of each milestone. For all projects,
Dasher Technologies will invoice Client for all outstanding work not yet invoiced upon completion of all work.
Business Hours and Non-Business Hours
Business Hours is defined as hours worked between 8:00am and 5:00pm., Monday through Friday, local time,
excluding holidays.
Non-Business Hours is defined as hours worked outside of standard 8:00am to 5:00pm, Monday through
Friday, local time, and will be invoiced at the agreed upon Non-Business Hours rate. All holidays are
considered Non-Business Hours.
EXHIBIT B
Contractor schedule of Performance will vary depending on services requested by IT.
EXHIBIT C
Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts
1
Form Updated Sept. 2019
Consultant shall procure prior to commencement of Services and maintain for the duration of the contract,
at its own cost and expense, the following insurance policies and coverage with companies doing business in
California and acceptable to City.
INSURANCE POLICIES AND MINIMUMS REQUIRED
1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for
premises operations, products and completed operations, contractual liability, and personal and
advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a
general aggregate limit applies, either the general aggregate limit shall apply separately to this
project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit.
a. It shall be a requirement that any available insurance proceeds broader than or in excess of the
specified minimum insurance coverage requirements and/or limits shall be made available to the
Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the
broader coverage and maximum limits of coverage of any insurance policy, whichever is greater.
b. 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 or disease.
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.
c. 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.
EXHIBIT D
Insurance Requirements
Design Professionals & Consultants Contracts
Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts
2
Form Updated Sept. 2019
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
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.
Professional Agreement Dasher Consulting
Services
Final Audit Report 2020-07-01
Created:2020-06-25
By:Marilyn Monreal (Marilynm@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAA0JgCfOyaV0BpjV88BC8oMpNJMuJ8VYmc
"Professional Agreement Dasher Consulting Services" History
Document created by Marilyn Monreal (Marilynm@cupertino.org)
2020-06-25 - 10:01:51 PM GMT- IP address: 69.181.1.100
Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval
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Email viewed by Araceli Alejandre (aracelia@cupertino.org)
2020-06-25 - 10:08:08 PM GMT- IP address: 104.47.45.254
Document approved by Araceli Alejandre (aracelia@cupertino.org)
Approval Date: 2020-06-26 - 6:10:46 PM GMT - Time Source: server- IP address: 64.165.34.3
Document emailed to Michael J. Cook (michael.cook@dasher.com) for signature
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Document e-signed by Michael J. Cook (michael.cook@dasher.com)
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Document emailed to Heather M. Minner (minner@smwlaw.com) for signature
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Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature
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Document e-signed by Kirsten Squarcia (kirstens@cupertino.org)
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Signed document emailed to Kirsten Squarcia (kirstens@cupertino.org), Michael J. Cook
(michael.cook@dasher.com), cyrahc@cupertino.org, Heather M. Minner (minner@smwlaw.com), and 3 more
2020-07-01 - 0:00:23 AM GMT