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22-106 Professional Services Agreement with Apolent for Programming Consultant
Apolent Corporation Consultant Services Page 1 of 9 Professional/Consulting Contracts /Version: October 2021 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Apolent Corporation (“Contractor”), a Corporation for Apolent Corporation Consultant Services, 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 any applicable local, State, or Federal order regarding COVID-19. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on July 31, 2023 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by July 31, 2023. 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 $170,560.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending Apolent Corporation Consultant Services Page 2 of 9 Professional/Consulting Contracts /Version: October 2021 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’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, 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 subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remit 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. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confiden tial 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. Apolent Corporation Consultant Services Page 3 of 9 Professional/Consulting Contracts /Version: October 2021 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 be shown 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 royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 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 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. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Apolent Corporation Consultant Services Page 4 of 9 Professional/Consulting Contracts /Version: October 2021 Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor mu st 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. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in Apolent Corporation Consultant Services Page 5 of 9 Professional/Consulting Contracts /Version: October 2021 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 employe es 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. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. Apolent Corporation Consultant Services Page 6 of 9 Professional/Consulting Contracts /Version: October 2021 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Nidhi Mathur 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 Brijendra Sharma as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of Apolent Corporation Consultant Services Page 7 of 9 Professional/Consulting Contracts /Version: October 2021 California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of ever y 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/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Apolent Corporation Consultant Services Page 8 of 9 Professional/Consulting Contracts /Version: October 2021 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 Office of the City Manager 10300 Torre Ave., Cupertino CA 95014 Attention: Nidhi Mathur Email: nidhim@cupertino.org To Contractor: Apolent Corporation 457 Dundee Ave Milpitas CA 95035 Attention: Brijendra Sharma Email: bsharma@apolent.com 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Brijendra Sharma Brijendra Sharma Partner Bill Mitchell CTO Apolent Corporation Consultant Services Page 9 of 9 Professional/Consulting Contracts /Version: October 2021 Date Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Aug 10, 2022 Christopher D. Jensen Aug 11, 2022 Aug 11, 2022 Exhibit A Scope of Work for Consulting Services – Apolent Corporation Consultant Preeti Gupta will implement custom application development and would be responsible for all the phases for system development life cycle from planning, requirement gathering, design, development, testing, implementing and maintenance of City’s custom applications on the City’s AWS Cloud. Preeti will be responsible for application enhancements and optimization of City of Cupertino’s current application solutions like Resident Permit Parking, Open Bid and RFP Management and Garage Sale Registration application, Pool Car Reservation platform Water Cost Share Management, Teen Commission Application Management and Community Funding Grant Application Poet Laureate Management. She will perform software application research for new solutions, development, conversion, installation, and maintenance of projects through entire project life cycle. She will work on digitizing various paper forms on MS Power Apps and Simpligov platform. The form data will be pulled from the data warehouse and integrated with City’s digital records management system. She will also build custom Adobe Sign forms with signature workflows and perform MS Power App integration based on requirements gathered from the internal stakeholders from various departments. Preeti will support technical issues related to the City website and Intranet. The consultant will also work on the creating Power BI dashboards from the data pulled from various city’ enterprise applications. She would be responsible to build reports for the city’s various AWS applications. Preeti will schedule and arranges for the training of staff on the information systems used by the department and program managers. She will prepare training materials and conduct formal and informal training sessions on the use and operation of the applications and advises users on best practices. Preeti will write and maintain user and technical operating instructions and documentation on the applications she has built, enhanced, and maintained. EXHIBIT B Contractor schedule of Performance will vary depending on services requested. Exhibit C Fee Schedule – Apolent Corporation Budget Budget not to exceed $170,560 per Fiscal Year Hourly Rate breakdown 8/15/2022 – 8/15/2023 $82 hour Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 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 10 (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 claim, $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 Jan. 2022 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 1,000,000 1,000,000 300000 1,000,,000 A 10,000 x x CA 05/21/225093986259 1,000,000 alisettyp@gmail.com 05/21/23 X Apolent Corporation 4082190206 x x 5093986259 95035 A x x x 08/02/2022 467 Saaratoga Avenue #605 A 5093986228 (CA) 5093986293(TX) Milpitas, 05/21/2305/21/22 X 457 Dundee Ave, Milpitas, 1,000,000 1,000,000 1,000,000 Anu CNA A x Om Insurance Services The City of Cupertino "Insured does not own any vehicles". 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. x 4085169789 San Jose, CA 95129 x 05/21/2305/21/22 2,000,000 POLICY NUMBER INSURED NAME AND ADDRESS B 5093986259 Apolent Corporation 457 DUNDEE AVE MILPITAS,CA 95035 FORMS AND ENDORSEMENTS SCHEDULE COMMERCIAL PROPERTY FORM NUMBER FORM TITLE SB146839F 06/2011 Sewer or Drain Back Up SB146846B 01/2008 Customers Property Endorsement SB146872B 01/2008 Windstorm or Hail Exclusion SB147084C04 04/2012 California Fungi,Wet Rot,Dry Rot,Microbe Exln SB300129C 10/2019 Targeted Hacker Attack SB300139C 04/2014 Protective Safeguards SB300456A 07/2007 Concurrent Causation,Earth Movmnt,Water Excl Chg SB300596A 01/2008 Identity Theft/Recovery Services Endorsement COMMERCIAL GENERAL LIABILITY FORM NUMBER FORM TITLE SB146901B 04/2014 Technology Services Exclusion SB146902G 06/2016 Hired Auto and Non-owned Auto Liability SB146932G 10/2019 Blanket Additional Insured -Liability Extension SB147079A 01/2006 War Liability Exclusion SB147080B 10/2019 Exclusion -Silica SB147083C 10/2019 Fungi/Mold/Mildew/Yeast/Microbe Exclusion SB147088A 01/2006 Exclusion -Asbestos SB147089A 01/2006 Employment -Related Practices Exclusion SB300000D 04/2014 Businessowners Liability Coverage Form SB300092B 10/2019 Personal &Advertising Injury-Spec Offenses Endt SB300113D 06/2016 Addl Insured -Designated Person or Organization SB300120C 06/2011 Additional Insured -Owners,Lessees or Contractor SB300441A 01/2007 Fiduciary Liability Coverage Form SB300449A 01/2007 Single Limit of Insurance Endorsement SB300450A 01/2007 Employment Practices Liability Coverage Form SB300849A 07/2009 Recd and Distribution of Material or information ***PLEASE READ THE ENCLOSED IMPORTANT NOTICES CONCERNING YOUR POLICY *** FORM NUMBER FORM TITLE CNA62823XX 07/2017 Req For Jurisdictional Inspection Of Pressure Equp CNA81758XX 01/2021 PHN -Offer of Terrorism Disclosure of Premium CNA95404XX 03/2019 CNA Coverpage Form Countersignature SB-146895-A (Ed.01/06)AGENT Page 7 of 7 Workers Compensation And Employers Liability Insurance Insured Name APOLENT CORPORATION 457 DUNDEE AVE MILPITAS, CA 95035 Policy Number WC 5 93986293 Policy Period 05/21/2022 to 05/21/2023 Renewal Producer Information ANURADAH ALISETTY 467 SARATOGA AVE STE 605 SAN JOSE, CA 95129-1326 Producer Processing Code 250-052102 CNA Branch SAN FRANCISCO 555 Mission Street Suite 200 San Francisco, CA 94105 Thank you for choosing CNA! With your Workers Compensation And Employers Liability Insurance policy, you have insurance coverage tailored to meet the needs of your business. The international network of insurance professionals and the financial strength of CNA, rated "A" by A.M. Best, provide the resources to help you manage the daily risks of your organization so that you may focus on what’s most important to you. Claim Services To report a loss go to www.FNOLCNA.com or send an email to ReportClaim@FNOLCNA.com, or call 833-FNOL-CNA (833-366-5262) To find a network provider or for a PPO panel request, go to www.FNOLCNA.com To request loss runs send an email to fsrmail@cnacentral.com For additional questions call CNA Customer Service at (877)-574-0540, or contact your independent CNA Insurance Agent. State Required Posting Notices If you are not the person directly responsible for having these Posting Notices displayed, please direct these notices to the appropriate person within your organization. Posting Notices are required to be displayed in accordance with specific requirements as stated in the notices. The applicable notice(s) and the quantity included are based on the number of physical addresses in each covered state provided by your independent CNA Insurance Agent. Quality Assurance Questions pertaining to this transaction should be referred to CNA Customer Interaction Center at (877) 574-0540, Option 3. Please submit endorsements through www.cnacentral.com, send endorsement requests to ciet@cna.com or fax (877) 363-8669. © Copyright CNA All Rights Reserved. Workers Compensation And Employers Liability Insurance Table of Contents TABLE OF CONTENTS Page Number TABLE OF CONTENTS .................................................................................2 INFORMATION PAGE .................................................................................3 POLICY ENDORSEMENT .................................................................................12 Policy No: © Copyright CNA All Rights Reserved. WC 5 93986293Table of Contents Workers Compensation And Employers Liability Insurance Information Page WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY INFORMATION PAGE Policy Information Coverage Provided By Policy Number American Casualty Company of Reading, Pennsylvania a Stock Insurance Company 151 N Franklin St Chicago, IL 60606 NCCI Carrier Code: 10030 Policy Number: WC 5 93986293 Renewal of: WC 5 93986293 Item 1 Named Insured and Address Agent APOLENT CORPORATION 457 DUNDEE AVE MILPITAS, CA 95035 Type of Entity: Corporation (Not Otherwise Classified) FEIN Number: 20-1194051 ANURADAH ALISETTY 467 SARATOGA AVE STE 605 SAN JOSE, CA 95129-1326 Producer Processing Code: 250-052102 Other work places not shown above: See attached Schedule. Item 2 Policy Period 05/21/2022 to 05/21/2023 at 12:01 a.m. Standard Time at the Insured's mailing address. Item 3 A. Workers Compensation Insurance: Part One of this policy applies to the Workers Compensation Law and any occupational disease law of each of the states listed here: States: CA Item 3 B. Employers Liability Insurance: Part Two of this policy applies to Employers Liability Insurance for work in each state listed in Item 3 A. The limits of liability under Part Two are: Bodily Injury by Accident $1,000,000 each accident Bodily Injury by Disease $1,000,000 policy limit Bodily Injury by Disease $1,000,000 each employee Item 3 C. Other States Insurance: Part Three of this policy applies to the other states, if any, listed here: States: All states except AK, ND, OH, WA, WY and states designated in Item 3A of the Information Page WC000001 Form No:Policy No: Policy Effective Date: Underwriting Company: WC 5 93986293 Information Page; Page: 1 of 2 American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 P-144228-B (05-2018) 05/21/2022 Policy Page: 3 of 13 © Copyright 2003 National Council on Compensation Insurance, Inc. All Rights Reserved. Workers Compensation And Employers Liability Insurance Information Page Item 3 D. This policy includes these endorsements and schedules: See attached Schedules Item 4 Estimated Annual Premium The premium for this policy will be determined by our Manual of Rules, Classifications, Rates and Rating Plans. All information required below is subject to verification and change by audit. Adjustment of Premium shall be made: At Policy Expiration Classification of Operations: See Schedule of Operations Attached Estimated Annual Premium $1,384 Premium Discount $0 Expense Constant $200 Terrorism Premium $189 Minimum Premium $500 Total Estimated Annual Premium $1,773 Total State Taxes/Assessments/Surcharges $106.00 Total Estimated Cost $1,879.00 Deposit Premium $1,773 Account Number: 3024498297 Date of Issuance: 04/06/2022 Policy Issuance Office: SAN FRANCISCO Countersigned: Date: By: Authorized Agent Chairman of the Board Secretary WC000001 Form No:Policy No: Policy Effective Date: Underwriting Company: WC 5 93986293 Information Page; Page: 2 of 2 American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 P-144228-B (05-2018) 05/21/2022 Policy Page: 4 of 13 © Copyright 2003 National Council on Compensation Insurance, Inc. All Rights Reserved. Workers Compensation And Employers Liability Insurance Information Page Schedule of Operations Class Code Classification of Operations Estimated Total Annual Remun Rate per $100 Remun Estimated Annual Premium State - California Location 001 8810 Clerical Office Employees 346,917 0.29 $1,006 8859 Computer Programming/Software Developmnt 599,990 0.06 $360 Subtotal for Location # 001 $1,366 0930 Waiver Of Subrogation $18 Total Estimated Standard Premium $1,384 0900 Expense Constant $200 9740 Terrorism Premium 946,907 0.0200 $189 Total Estimated Premium $1,773 0988 CA CIGA Surcharge 0%$0 0987 CA Revolving Fund Assessment 1.9277%$34 9711 CA Fraud Surcharge 0.4856%$9 9712 CA Uninsured Employer Fund Assessment 0.1455%$3 9714 CA Subsequent Injuries Fund Assessment 1.7451%$31 0939 CA Occupational Safety & Health Assessment 0.9177%$16 9749 CA Labor Enforcement Assessment 0.7102%$13 Total Estimated Cost $1,879 WC000001 Form No:Policy No: Policy Effective Date: Underwriting Company: WC 5 93986293 Information Page; Page: 1 of 2 American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 P-144228-B (05-2018) 05/21/2022 Policy Page: 5 of 13 © Copyright 2003 National Council on Compensation Insurance, Inc. All Rights Reserved. Workers Compensation And Employers Liability Insurance Information Page Schedule of Operations Policy Totals Estimated Annual Premium Estimated Class Premium $1,366 Estimated Standard Premium $1,384 Expense Constant $200 Expense Constant State California Terrorism Premium $189 Estimated Annual Premium $1,773 Taxes, Fees and Surcharges $106 Estimated Cost $1,879 WC000001 Form No:Policy No: Policy Effective Date: Underwriting Company: WC 5 93986293 Information Page; Page: 2 of 2 American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 P-144228-B (05-2018) 05/21/2022 Policy Page: 6 of 13 © Copyright 2003 National Council on Compensation Insurance, Inc. All Rights Reserved. Workers Compensation And Employers Liability Insurance Information Page Endorsement Schedule Number Edition Date Endorsement Title Endorsement Number WC 00 00 00 C 01-2015 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY CC72832A 01-2012 CALIFORNIA SHORT RATE CANCELLATION ENDORSEMENT 1 G-22212-F04 11-2014 CALIFORNIA WORKERS COMPENSATION NONRENEWAL ENDORSEMENT 2 WC 00 04 19 01-2001 PREMIUM DUE DATE ENDORSEMENT 3 WC 00 04 22 C 01-2021 TERRORISM RISK INSURANCE PROGRAM REAUTHORIZATION ACT DISCLOSURE ENDORSEMENT 4 WC 04 03 01 D 02-2018 POLICY AMENDATORY ENDORSEMENT-CALIFORNIA 5 WC 04 03 03 C 07-2018 ENDORSEMENT AGREEMENT LIMITING AND RESTRICTING THIS INSURANCE OFFICERS AND DIRECTORS COVERAGE / EXCLUSION - CALIFORNIA 6 WC 04 03 06 04-1984 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA 7 WC 04 03 60 B 01-2015 EMPLOYER'S LIABILITY COVERAGE AMENDATORY ENDORSEMENT - CALIFORNIA 8 WC 04 04 21 01-2008 OPTIONAL PREMIUM INCREASE ENDORSEMENT-CALIFORNIA 9 WC 04 06 01 B 01-2022 CALIFORNIA CANCELATION ENDORSEMENT 10 WC 04 06 04 09-2020 COVID-19 REPORTING REQUIREMENT ENDORSEMENT - CALIFORNIA 11 PLEASE READ THE ENCLOSED IMPORTANT NOTICES CONCERNING YOUR POLICY Number Edition Date Form Title CC031605A 12-2014 CNA INSURANCE PREMIUM AUDIT G-140370-E 05-2019 PRIVACY POLICY NOTICE G-144222-B 01-2013 IMPORTANT INFORMATION FOR OUR CALIFORNIA WORKERS' COMPENSATION POLICYHOLDERS G-20593-F 03-2014 IMPORTANT INFORMATION FOR OUR CALIFORNIA POLICY HOLDERS CALIFORNIA WORKERS' COMPENSATION INSURANCE RATING LAWS G-20594-K 05-2020 IMPORTANT INFORMATION FOR OUR CALIFORNIA POLICY HOLDERS YOUR RIGHT TO RATING AND DIVIDEND INFORMATION WC000001 Form No:Policy No: Policy Effective Date: Underwriting Company: WC 5 93986293 Information Page; Page: 1 of 2 American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 P-144228-B (05-2018) 05/21/2022 Policy Page: 7 of 13 © Copyright 2003 National Council on Compensation Insurance, Inc. All Rights Reserved. Workers Compensation And Employers Liability Insurance Information Page Number Edition Date Form Title G-20911-F04 12-2015 IMPORTANT INFORMATION FOR OUR CALIFORNIA WORKERS' COMPENSATION CUSTOMERS G-301282-G 01-2018 IMPORTANT INFORMATION CA WC ASSESSMENTS AND SURCHARGES WC000001 Form No:Policy No: Policy Effective Date: Underwriting Company: WC 5 93986293 Information Page; Page: 2 of 2 American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 P-144228-B (05-2018) 05/21/2022 Policy Page: 8 of 13 © Copyright 2003 National Council on Compensation Insurance, Inc. All Rights Reserved. Workers Compensation And Employers Liability Insurance Information Page Named Insured Schedule Named Insured FEIN APOLENT CORPORATION 20-1194051 WC000001 Form No:Policy No: Policy Effective Date: Underwriting Company: WC 5 93986293 Information Page; Page: 1 of 1 American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 P-144228-B (05-2018) 05/21/2022 Policy Page: 9 of 13 © Copyright 2003 National Council on Compensation Insurance, Inc. All Rights Reserved. Workers Compensation And Employers Liability Insurance Information Page Name and Address Schedule Location Entity Entity Name and Address FEIN 1 001 APOLENT CORPORATION 3333 BOWERS AVE SUITE 130 SANTA CLARA, CA 95054 20-1194051 WC000001 Form No:Policy No: Policy Effective Date: Underwriting Company: WC 5 93986293 Information Page; Page: 1 of 1 American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 P-144228-B (05-2018) 05/21/2022 Policy Page: 10 of 13 © Copyright 2003 National Council on Compensation Insurance, Inc. All Rights Reserved. Professional Services Agreement with Apolent for Programming Consultant Final Audit Report 2022-08-11 Created:2022-08-10 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA48JC4NET6W13cs7x4_khT-eA91z_FvwJ "Professional Services Agreement with Apolent for Programming Consultant" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-08-10 - 7:28:56 PM GMT- IP address: 64.165.34.3 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2022-08-10 - 7:34:04 PM GMT Email viewed by Marilyn Pavlov (marilynp@cupertino.org) 2022-08-10 - 7:35:03 PM GMT- IP address: 64.165.34.3 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2022-08-10 - 7:44:10 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Michael Woo (michaelw@cupertino.org) for approval 2022-08-10 - 7:44:12 PM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2022-08-10 - 7:51:33 PM GMT- IP address: 104.47.73.254 Document approved by Michael Woo (michaelw@cupertino.org) Approval Date: 2022-08-10 - 7:52:14 PM GMT - Time Source: server- IP address: 73.189.58.134 Document emailed to bsharma@apolent.com for signature 2022-08-10 - 7:52:16 PM GMT Email viewed by bsharma@apolent.com 2022-08-10 - 10:05:34 PM GMT- IP address: 69.147.90.254 Signer bsharma@apolent.com entered name at signing as Brijendra Sharma 2022-08-10 - 10:50:20 PM GMT- IP address: 209.237.156.34 Document e-signed by Brijendra Sharma (bsharma@apolent.com) Signature Date: 2022-08-10 - 10:50:22 PM GMT - Time Source: server- IP address: 209.237.156.34 Document emailed to christopherj@cupertino.org for signature 2022-08-10 - 10:50:24 PM GMT Email viewed by christopherj@cupertino.org 2022-08-10 - 11:11:52 PM GMT- IP address: 172.226.212.24 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2022-08-10 - 11:12:27 PM GMT- IP address: 136.24.42.212 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-08-10 - 11:12:29 PM GMT - Time Source: server- IP address: 136.24.42.212 Document emailed to Bill Mitchell (billm@cupertino.org) for signature 2022-08-10 - 11:12:31 PM GMT Email viewed by Bill Mitchell (billm@cupertino.org) 2022-08-11 - 6:52:59 PM GMT- IP address: 104.47.73.254 Document e-signed by Bill Mitchell (billm@cupertino.org) Signature Date: 2022-08-11 - 6:53:15 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-08-11 - 6:53:18 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-08-11 - 8:02:39 PM GMT- IP address: 104.47.73.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-08-11 - 8:02:47 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2022-08-11 - 8:02:47 PM GMT