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19-124 Amendment #1 08-20-2020FIRST AMENDMENT TO AGREEMENT 19-124 BETWEEN THE CITY OF CUPERTINO AND AVOLVE SOFTWARE FOR PROJECTDOX9 UPGRADE WITH PROJECTFLOW AND ACCELA INTEGRATION This First Amendment to Agreement 19-124 between the City of Cupertino and Avolve Software, for reference dated 7/19/19 is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Avolve Software, a Corporation (“Contractor”) whose address is 4835 E. Cactus Road, Suite 420, Scottsdale, AZ 85254, and is made with reference to the following: RECITALS: A. On July 19, 2019 Agreement 19-194 (“Agreement”) was entered into by and between City and Contractor for ProjectDox9 Upgrade with ProjectFlow and Accela Integration. B. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Services Paragraph 2 of the Agreement is modified to read as follows: 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 A2. Such Services are provided exclusively pursuant to the terms set forth in this Agreement. The parties acknowledge that they previously entered into a Three Party Agreement Between the City of Cupertino, Computer Software, Incorporated, and Avolve Software Corporation for Software, licensing, Maintenance and Support Services, dated effective February 1, 2012 (the "2012 Agreement"), which provides for the licensing of certain software and other professional services and maintenance services (collectively, the "Existing Software and Services") and that nothing herein is intended to or modifies in any way the provision of such Existing Software and Services pursuant to the 2012 Agreement. 2. Time of Performance Section 3 of the Agreement is modified to read as follows: 3.1 This Agreement begins on the Effective Date and ends on June 30, 2021 ("Contract Time"), unless terminated earlier as provided herein. Contractor's Services shall begin on July 1, 2019 and shall be completed by June 30, 2021. 3.2 Schedule of Performance. Contractor and City each shall act in good faith to perform in accordance with the Schedule of Performance, attached and incorporated here as Exhibit A2. Each party acknowledges that the ability of the other party to perform in accordance with the Schedule of Performance depends upon it meeting all deadlines applicable to it. 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. 3. Compensation Paragraph 4.1 of the Agreement is modified to read as follows: 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 $60,300 ("Contract Price"), based upon the scope of services in Exhibit A2 and the budget and rates included in Exhibit C2, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4. Exhibit A to the Agreement is replaced with Exhibit A2, attached hereto. Exhibit B to the Agreement is replaced with Exhibit C2, attached hereto. 5. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date AVOLVE SOFTWARE By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount 100-32-308 700-702 2020-182 $54,010 100-32-308 700-702 tbd $6,290 Total $60,300 CFO 08/20/20 Heather M. Minner Bill Mitchell CTO 08/20/20 08/20/20 ProjectDox 9.2 City of Cupertino ProjectDox Upgrade from 8.6 to 9.2 Proposal / SOW 8/13/2020 Prepared by your Avolve Software Representative Bruce Crawford Director of Sales 4835 East Cactus Road Suite 420 Scottsdale, AZ 85254 www.avolvesoftware.com Telephone: 415-272-9435 Email: bcrawford@avolvesoftware.com ProjectDox Upgrade Page 2 of 8 Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona 85254 Executive Summary This Statement of Work will focus on the upgrade of a single production environment for ProjectDox from version 8.6 to 9.2 for your Building workflow. The upgrade will allow City of Cupertino to take advantage of key new features that will make the internal and external processes more efficient. Quote Delivered To Nidhi Mathur Innovation Technology Manager - Applications City of Cupertino, CA nidhim@cupertino.org (408) 777-3377 Date of Quote: 8/13/2020 Quote Valid Until: 9/15/20 High Level Scope of Work ProjectDox Upgrade from 8.6 to 9.2 (PS-225) City of Cupertino, as part of this upgrade, will implement SQL Server 2016 for the environment and will copy and restore a version of the 8.6 database to this new server with assistance from the Avolve services team. Avolve will upgrade City of Cupertino production environment software from ProjectDox 8.6 to ProjectDox 9.2. In addition, as part of the upgrade the below configurations will be discussed and conducted by the Avolve project manager as part of the included services. These configuration updates will go into effect for workflows created post th e upgrade and moving forward. Existing or already running workflows will not be changed or impacted. • Completion button standardization to “Submit” for all applicant facing steps of the workflow. • Inclusion of step-by-step instruction on all applicant steps of the workflow • Configuration for consolidation of the review comments into a single web page referred to as Review Comments • Standardization of resolution statutes when using Checklist and Changemark Comments (Info Only, Resolved, Unresolved, Question) • Display of a download icon on the Project’s tab allowing for easy access to download final approved plans A summary of the scope is below: • Technical Services for upgrade from ProjectDox • Site reconfiguration for SQL Server 2016 • Project Management • Avolve Testing • Customer Testing New Features Training (TES-NF) Training is conducted remotely in a lecture/demonstration style broken into multiple sessions - two for administrators and two for non-admin users on the new and enhanced features of ProjectDox 9.2. Limitation of class size is a function of the webinar technology that Avolve Software leverages estimated at 100 users. A recording of the sessions will be available post completion for a period of 15 days via an Avolve internal site for the customer to review and can be extend a single time for an additional 30-day period upon request. ProjectDox Upgrade Page 3 of 8 Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona 85254 Orientation and Configuration Requirements Session* 2 persons | Onsite Review features and design options available for Best-In-Class configuration of the designated application forms and related workflow processes. The output of these sessions will be compiled into a requirements document referred to as the Configuration Requirements Document (CRD). This will include using standard templates and design to expedite the pr oject while providing the best business value to the customer. Any design requirements not available to the core system and/or requiring development w ill be scoped and presented in a separate Statement of Work. Assurance services afforded the project may be leveraged for work identified as outside the scope of the project. • ProjectDox Configuration Requirements Document • Advanced Integration permitting system touchpoint discussion for AA Include: o Project Creation – Required application data is pulled from the permitting system to the ProjectDox application using the existing project creation process and configuration of the ProjectDox Windows Service Process. Required field for project creation: ▪ Permit Number/Project Name (Key value) ▪ Description ▪ Applicant/Submitter First Name ▪ Applicant/Submitter Last Name ▪ Applicant/Submitter Email Address ▪ Permit/Project Type o Application Data – Pull of data from the permitting system to display of up to 18 read-only permit application data fields within the plan review process. o Functionality to write back the following to AA at the completion of each review: o Review Group o Reviewer (user that completed review) o Date/Time o Review Cycle o Review Outcome (Approved, Corrections Needed, etc.) o Final Approval Status – Push final status or log event of approved to permitting system stored procedure indicating to the permitting system that all reviews are approved in ProjectDox. • Project Plan (task list/schedule/resource assignments) not to exceed budget Configuration & Integration * Offsite | Remote Configuration of applicable software products, forms and the workflows based on the configuration requirements document findings. This includes the development of the integration work defined in this Statement of Work and confirmed during requirements discussions. • Configured Working products and modules as specified in the Purchase Agreement/ Sales Order o Configured Working ProjectDox Application ▪ Configuration of 1 BIC Workflows ▪ Advanced Integration to Accela Automation, as detailed above in the Orientation and Requirements section to include the expanded reviews write-back functionality User Acceptance Training (UAT) 1 Person | Onsite The Avolve project manager will provide user acceptance training and guidance to the client on methods to test the designed process and system to work towards user acceptance. The Avolve project manager will work with the client to schedule time to be on or offsite per process and based on available professional service hours for the project. Customer will validate the system configuration, forms, emails and integration and document any identified issues in the RIT (Risks, Issues and Tasks) document and provide to the Avolve project manager. Avolve will resolve any identified issues to allow the customer retest to gain acceptance. • Completion of User Acceptance Testing (UAT) • Implementation of the Production Environment • Code Promotion from Test to Production ProjectDox Upgrade Page 4 of 8 Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona 85254 Training 1 Person | Onsite Avolve education specialists will deliver the below courses to the Cu stomers staff. The courses will train approximately 12 persons and will be delivered based on the project plan rollout. A maximum of 12 persons per course is enforced. It is recommended that training sessions be organized with participants of similar te chnological abilities to allow for the most efficient delivery and retention of the materials. Additional training above and beyond the below may be added or additional training p erformed post go-live by leveraging the assurance services funds afforded the project. • Delivery of classes for all products/modules as purchased – See Purchase Agreement/Sales • PA Training (4 hours with focus on ProjectFlow Administration) • SA Training (4 hours with focus on ProjectFlow Administration) • BICWFPRNF (2 hours Best in Class WF for plan reviewers with focus on new feature for ProjectFlow workflow) • BICWFCORNF (2 hours Best in Class WF for admins/coordinators with focus in new feature for ProjectFlow workflow) Launch/Project Close Out 1 Person |Offsite Customer will be transitioned back to support post 5 business of the go-live date. Assurance Services The assurance services fund may be leveraged at any time during or post project completion to cover additional integration requirements, identified out of scope requirements, training, and/or software not included in this statement or work. The funds may also be used to extend the post go-live/launch care to keep the project management team engaged to assist with change management and user adoption assistance. Assurance services hours are billed on an hourly basis at a rate of $225.00 an hour. The use of hours requires a change order or an assurance services agreement that defines the work and has signatures of agreement for use. ACCEPTANCE PROCESS There will be Key Deliverables, as identified in the Project Activities/Deliverable Payment Schedule, which will be subject to acceptance by the Customer ("Acceptance"). Upon completion of each Key Deliverable, Avolve will request from the Customer a written response within five (5) business days after receipt thereof. Notwithstanding the foregoing or anything to the contrary in the Purchase Agreement, all other Deliverables pr ovided under this Statement of Work shall be deemed to have been accepted by the Customer upon delivery. If Customer does not approve, reasons for rejection must be clearly noted. Avolve will then work with the Customer to come to agreement on obtaining approval. The Customer shall be deemed to accept any such Key Deliverable which Customer does not accept or reject within such period. This acceptance will initiate the invoice of the applicable milestone. ProjectDox Upgrade Page 5 of 8 Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona 85254 PROJECT ASSUMPTIONS AND CAVEATS 1. Avolve will have full access to all Project team members from the customer as needed to complete the successful implementation and roll out of ProjectDox. This access may require the team members of the customer to dedicate specific time to specific detailed tasks wit hin the Project Plan. Team member tasks will be more clearly defined during the kickoff and planning sessions and documented in the Project Plan. 2. Customer and its third parties and/or subcontractors will fulfill any hardware/software requirements, as identified to allow communication between Avolve Software and the Customer’s permitting system in a timely fashion in order to keep the Project Plan on schedule. 3. Customer and its third parties and/or subcontractors will fulfill the hardwar e and network requirements, as outlined in the ProjectDox/OAS Implementation Guide (a standard end user document that accompanies each version of the Software) in a timely fashion in order to keep the Project Plan on schedule. 4. This best approach package to implementation relies on partnership with the jurisdiction to achieve desired go-live goals. To that end, a not to exceed 223 hours have been allocated to services and training on this project. Should the customer cause or contribute to the delay of any Deliverable, extend scope of schedule, a Change Request(s) may be issued for the incremental costs associated with delay or expansion. 5. Cancellation or reschedule requests within 48 hours of the upgrade date may result in a 20% cancellation fee. The 20% fee will be calculated on the total services for the project minus any Assurance Services. 6. All parties will reasonably prioritize their efforts to meet the Project Plan schedule to achieve a rapid roll out model. In doing so, it is understood by all parties that multiple tasks may be in process at one time and Avolve may have more than one Professional Services team member working on the project at one time. 7. Client will provide adequate Project management for their own resources, and/or third parties, to co llaborate with Avolve’s project manager. Client subject matter experts and applicable users will be accessible and available in a timely fashion and for adequate and reasonable durations. Avolve will make sure that scheduling of interviews and meetings are adequately in advance of these resource allocations. 8. Any optional items chosen in the Purchase Agreement/Sales Order are not included here and would require a modification to this Statement of Work. 9. Avolve and Customer agree to cooperate in good faith to complete the Services and Deliverables in a timely and efficient manner. 10. A list of decommissioned features and integration touch points associated to the upgrade to ProjectDox 9.2 is available for review upon request. Customer assumes responsibility for reviewing and notifying the appropriate internal and third-party persons about said changes. 11. ProjectDox 9.2 includes a 90-day trial for the Avolve Training Video Subscription Service. The trial period will commence on the customer’s go-live date and continue for a period of 90 calendar days. After 90 days, access to the subscription service will be turned off. The customer may purchase continued access to the annual subscription service for a fee. Contact your Avolve Project and/or Account Manager for details. ProjectDox Upgrade Page 6 of 8 Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona 85254 PRICING TRAINING Product Name Product Code Description Qty Unit Price Total Price BIC ProjectFlow Upgrade Training Package TES- UPFTRAINP K Package includes 1 of each of the following on-site classes with 12 participants: - PA Training (4hrs with focus on Project Administration) - SA Training (4hrs with focus on ProjectFlow Administration) - BICWFPRNF (2hrs Best In Class WF for Plan Reviewers - reviews new features of ProjectDox and layout of ProjectFlow eForm) - BICWFCORNF (2hrs Best In Class WF for Coordinators/Techs - reviews new features of ProjectDox and layout of ProjectFlow eForm) 1 $5,850 $2,700 Project Dox New Features TES-NF 2 End User & 2 Administrator Courses. The courses will review new features and updates to the ProjectDox application, server and services configuration on the back-end, as well, as updates to the administration and features of the ProjectDox Workflow product; instructor led demonstration/lecture based presentation and is offered only via the web unless purchased with an onsite Course. Skills learned include but are not limited to understanding new features or changes in the server environment, new features related to administrators, as well as end users to allow the team to determine use and leveraging of these new tools. 13 $225 $2,925 Training Sub-Total: $5,625 P ROFESSIONAL S ERVICES Product Name Product Code Description Qty Unit Price Total Price Professional Services PS-225 Production, Test upgrade 8.6 to 9.1 16 $225 $3,600 Professional Services PS-225 Production, Test upgrade 9.1 to 9.2 28 $225 $6,300 Professional Services PS-225 Project Management 22 $225 $4,950 ProjectFlow Professional Services Onboarding PS- PF.ONBRD Professional Services for the OnBoarding of ProjectFlow 1 $19,800 $19,800 Upgrade - Projectflow Advanced Integration Services PS-PF.AINT Advanced Integration with ProjectFlow - AA 1 $9,900 $9,900 Assurance Services PS-AS 45 Hours of Assurance Services - Invoiced monthly as used $225/hour. 1 $10,125 $10,125 Professional Services Sub-Total: $54,675 ProjectDox Upgrade Page 7 of 8 Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona 85254 Unless otherwise stated, pricing does not include any applicable taxes that may be applied at invoicing. Travel and Expenses are not included in this total and will be invoiced as incurred. Estimated T&E for this project is $8,000.00. Services shall be invoiced upon completion. Payment for the total amount is due net thirty (30) days from the date of Initial Invoice and shipment of software. Payment via EFT. See notes for details. This best approach package to implementation relies on partnership with the jurisdiction to achieve desired go-live and paperless goals. To that end a not to exceed 223 hours has been allocated to services and training on this project. In the event scope expands or delays account for incremental hours to be required, a Change Request(s) will be issued for the incremental costs associated with delay or expansion. Grand Total: $60,300 PROJECT ACTIVITIES / DELIVERABLES PAYMENT SCHEDULE This is a preliminary deliverable and payment schedule that is subject to change based on discussions to occur post the kick-off of the project, provided that both the City and Avolve Software agree to the new terms in writing. MS# Deliverable Description Acceptance Criteria Payment Amount MSO Contract Execution Contract Signature $0 MS1 Delivered Test Environment Delivered Functional Test Environment Sign Off Acceptance $7,425.00 MS2 Delivered Production Environment Delivered Functional Production Environment Sign Off Acceptance $7,425.00 MS3 User Acceptance Test Workflow User Acceptance Testing for Workflow Complete User Acceptance Testing confirms requirement as agreed to in the CRD Permitting initial integration completed and tested Sign Off Acceptance Document $14,850.00 MS4 Training Conduct New Features & BIC ProjectFlow Upgrade Training Sign Off Acceptance $5,625.00 MS5 Launch/Go-Live Workflow process general availability launch Migration is complete Process is launched Sign Off Acceptance Document $14,850.00 MS6 Assurance Services Per Signed Agreement/Change Order $10,125.00 Total Services $60,300.00 ProjectDox Upgrade Page 8 of 8 Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona 85254 CHANGE CONTROL PROCESS The “Change Control Process” is that process which shall govern changes to the scope of the Project during the life of the Project. The Change Control Process will apply to new components and to enhancements of existing components. The Change Control Process will commence at the start of the Project and will continue throughout the Project's duration. Additional procedures and responsibilities may be outlined by the Project Manager identified on t he signature page to the Agreement and will be included in the Project Plan if mutually accepted. Under the Change Control Process, a written “Change Request” (attached) will be the vehicle for communicating any desired changes to the Project. It will describe the proposed change; the reason for the change and the effect the change may have on the Project. The Project Manager of the requesting party will submit a written Change Request to the Project Manager for the other parties. All parties must sign the approval portion of the Change Request to authorize the implementation of any change that affects the Project’s scope, schedule or price. Furthermore, any such changes that affect the scope of this SOW, schedule or price will require an amendment to the SOW and/or any other part of the Purchase Agreement. STATEMENT OF WORK ACCEPTANCE Once fully executed, this document will become the Statement of Work for the Project defined in this document. Avolve and Customer’s signatures below authorizes Avolve to begin the services described above and indicates Customer’s agreement to pay the invoices associated with these services delivered as described. AUTHORIZED SIGNATURES Avolve Software Corporation Customer Name By: By: Name: Name: Title: Title: Date: Date: CFO Aug 20, 2020 Jay Mayne Bill Mitchell CTO 08/20/20 Bill Mitchell Quote Ref #202006-1593 City of Cupertino ProjectDox® ePlan Solution Proposal August 5, 2020 Prepared by your Avolve Software Representative Bruce Crawford Director NorCal Northwest Sales 4835 East Cactus Road Suite 420 Scottsdale, AZ 85254 www.avolvesoftware.com Telephone: 415-272-9435 Email: bcrawford@avolvesoftware.com Exhibit C2 ProjectDox® Price Quotation Page 2 of 5 Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona 85254 202006-1593 August 5, 2020 City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 ATT: Nidhi Mathur We are pleased to provide this proposal for Professional Services to upgrade ProjectDox v8.6x to v9.2x. We look forward to working with you on this project. Regards, Bruce Crawford Director NorCal Northwest Sales ProjectDox® Price Quotation Page 3 of 5 Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona 85254 202006-1593 Quote Delivered To Nidhi Mathur Innovation Technology Manager - Applications City of Cupertino, CA nidhim@cupertino.org (408) 777-3377 Date of Quote: 8/5/2020 Quote Valid Until: 9/15/20 ProjectDox ePlan Solution Pricing Agreement TRAINING Product Name Product Code Description Qty Unit Price Total Price BIC ProjectFlow Upgrade Training Package TES- UPFTRAINP K Package includes 1 of each of the following on-site classes with 12 participants: - PA Training (4hrs with focus on Project Administration) - SA Training (4hrs with focus on ProjectFlow Administration) - BICWFPRNF (2hrs Best In Class WF for Plan Reviewers - reviews new features of ProjectDox and layout of ProjectFlow eForm) - BICWFCORNF (2hrs Best In Class WF for Coordinators/Techs - reviews new features of ProjectDox and layout of ProjectFlow eForm) 1 $5,850 $2,700 Project Dox New Features TES-NF 2 End User & 2 Administrator Courses. The courses will review new features and updates to the ProjectDox application, server and services configuration on the back-end, as well, as updates to the administration and features of the ProjectDox Workflow product; instructor led demonstration/lecture based presentation and is offered only via the web unless purchased with an onsite Course. Skills learned include but are not limited to understanding new features or changes in the server environment, new features related to administrators, as well as end users to allow the team to determine use and leveraging of these new tools. 13 $225 $2,925 Training Sub-Total: $5,625 ProjectDox® Price Quotation Page 4 of 5 Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona 85254 202006-1593 P ROFESSIONAL SERVICES Product Name Product Code Description Qty Unit Price Total Price Professional Services PS-225 Production, Test upgrade 8.6 to 9.1 16 $225 $3,600 Professional Services PS-225 Production, Test upgrade 9.1 to 9.2 28 $225 $6,300 Professional Services PS-225 Project Management 22 $225 $4,950 ProjectFlow Professional Services Onboarding PS- PF.ONBRD Professional Services for the OnBoarding of ProjectFlow 1 $19,800 $19,800 Upgrade - Projectflow Advanced Integration Services PS-PF.AINT Advanced Integration with ProjectFlow 1 $9,900 $9,900 Assurance Services PS-AS 45 Hours of Assurance Services - Invoiced monthly as used $225/hour. 1 $10,125 $10,125 Professional Services Sub-Total: $54,675 Unless otherwise stated, pricing does not include any applicable taxes that may be applied at invoicing. Travel and Expenses are not included in this total and will be invoiced as incurred. Services shall be invoiced upon completion. Payment for the total amount is due net thirty (30) days from the date of Initial Invoice and shipment of software. Payment via EFT. See notes for details. This best approach package to implementation relies on partnership with the jurisdiction to achieve desired go-live and paperless goals. To that end a not to exceed 223 hours has been allocated to services and training on this project. In the event scope expands or delays account for incremental hours to be required, a Change Request(s) will be issued for the incremental costs associated with delay or expansion. Grand Total: $60,300 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. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 6/5/2020 Brown &Brown Insurance of AZ,Inc 2800 North Central Avenue,Suite 1100 Phoenix AZ 85004 Marie Puetz,CISR 602-664-7043 602-287-6743 mpuetz@bbphoenix.com Travelers Insurance Company of Canada AVOLSOF-01 Travelers Property Casualty Co of AM 25674AvolveSoftwareCorporation 4835 East Cactus Road,Ste.420 Scottsdale AZ 85254 Travelers Indemnity Company 25658 1260948646 B A X 1,000,000 X 1,000,000 10,000 X Dec =$0 1,000,000 2,000,000 X X Foreign Liab Y Y ZLP41M23114 UXTRV30797 1/2/2020 1/2/2020 1/2/2021 1/2/2021 2,000,000 Aggregate 2,000,000 C A 1,000,000 X X X Foreign X HNOA Y Y BA9J542207 UXTRV30797 1/2/2020 1/2/2020 1/2/2021 1/2/2021 Any One Accident 2,000,000 B X X 4,000,000YCUP3L9956421/2/2020Y 1/2/2021 4,000,000 X 10,000 C X N Y UB8J755123 1/2/2020 1/2/2021 1,000,000 1,000,000 1,000,000 B A Professional &Cyber Liability Foreign Prof Liability N N N N ZPL21P05221 UXTRV30797 1/2/2020 1/2/2020 1/2/2021 1/2/2021 Aggregate Retention Aggregate/Deductible 5,000,000 10,000 5,000,000/10,000 Blanket Additional Insured applies where required by written contract to General Liability per attached form CG D4 17 02 19 including Blanket Waiver of Subrogation.Blanket Primary &Non-Contributory applies to General Liability per attached form CG T1 00 02 19.Blanket Additional Insured applies to Auto Liability per attached form CA T4 37 02 15.Blanket Automobile Liability Waiver of Subrogation applies per form CA T3 40 20 15.Excess Liability is Following Form for both General Liability and Automobile Liability. Blanket Waiver of Subrogation applies to Workers'Compensation per attached form WC000313 (00)-01.Privacy Liability is added to the Network and Information Security Coverage Form #PR T1 03 01 17. See Attached... City of Cupertino 10300 Torre Avenue Cupertino CA 95014 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: AVOLSOF-01 1 1 Brown &Brown Insurance of AZ,Inc Avolve Software Corporation 4835 East Cactus Road,Ste.420 Scottsdale AZ 85254 25 CERTIFICATE OF LIABILITY INSURANCE City of Cupertino,its City Council,Officers,Officials,Employees,Agents,Servants,Volunteers as Additional Insured where required by written contract. ..,.._ TRAVELERS] ONE TOWER SQUARE HARTFORD, CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 0313 (00)-01 POLICY NUMBER: (UB8J755123) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. DATE OF ISSUE: 1-2-20 ST ASSIGN: ProjectDox Upgrade Final Audit Report 2020-08-20 Created:2020-08-19 By:Marilyn Monreal (Marilynm@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAkQHpuBtJiDKcrwzw2_bJ3k1062q1cpEd "ProjectDox Upgrade" History Document created by Marilyn Monreal (Marilynm@cupertino.org) 2020-08-19 - 11:24:27 PM GMT- IP address: 69.181.1.100 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2020-08-19 - 11:30:54 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2020-08-19 - 11:54:01 PM GMT - Time Source: server- IP address: 24.23.184.82 Document emailed to Jay Mayne (jmayne@avolvesoftware.com) for signature 2020-08-19 - 11:54:03 PM GMT Email viewed by Jay Mayne (jmayne@avolvesoftware.com) 2020-08-19 - 11:54:36 PM GMT- IP address: 73.181.83.79 Email viewed by Jay Mayne (jmayne@avolvesoftware.com) 2020-08-20 - 3:08:16 PM GMT- IP address: 73.181.83.79 Document e-signed by Jay Mayne (jmayne@avolvesoftware.com) Signature Date: 2020-08-20 - 3:10:24 PM GMT - Time Source: server- IP address: 73.181.83.79 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2020-08-20 - 3:10:27 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2020-08-20 - 8:10:53 PM GMT- IP address: 45.41.142.183 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2020-08-20 - 8:12:25 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Bill Mitchell (billm@cupertino.org) for signature 2020-08-20 - 8:12:27 PM GMT Email viewed by Bill Mitchell (billm@cupertino.org) 2020-08-20 - 9:31:20 PM GMT- IP address: 104.47.44.254 Document e-signed by Bill Mitchell (billm@cupertino.org) Signature Date: 2020-08-20 - 9:32:10 PM GMT - Time Source: server- IP address: 73.63.188.124 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2020-08-20 - 9:32:12 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2020-08-20 - 11:03:48 PM GMT- IP address: 104.47.74.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2020-08-20 - 11:03:58 PM GMT - Time Source: server- IP address: 148.64.105.190 Signed document emailed to Bill Mitchell (billm@cupertino.org), Kirsten Squarcia (kirstens@cupertino.org), Araceli Alejandre (aracelia@cupertino.org), Jay Mayne (jmayne@avolvesoftware.com), and 3 more 2020-08-20 - 11:03:58 PM GMT