Loading...
18-121 City Data Services, Technology Software-As-A-Service (SaaS) AgreementTECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS} AGREEMENT AGREEMENT BETWEEN THE CITY OF CUPERTINO AND CITY DATA SERVICES FOR SOFTWARE-AS-A-SERVICE THIS . AGREEMENT ("Agreement"), by and between the CITY OF CUPERTINO, a California municipal corporation ("City"), and City Data Services a California corporation whose address is 403 Alvarado Street, Brisbane, CA 94005 ( "Software Provider") ( collectively referred to as the "Patties"). RECITALS: The following Recitals are a substantive po1iion of this Agreement: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California. B. Software Provider is specially trained, experienced and competent to perfo1m the special services which will be required by this Agreement. C. City and Software Provider desire to enter into an agreement for Software Provider's provision of software-as-a-service (SaaS) pe1iaining to City's online systems. Through this Agreement, Software Provider shall provide to City cloud based data management services for the Community Service module and a component of the Single Family module relating to the City's network. The full scope of services covered by this agreement is described in the attached Exhibit A : Service Level Agreement (the "SLA"). NOW, THEREFORE, the Parties mutually agree as follows: 1. TERM The term of this Agreement shall commence on July 1, 2018. The te1mination of this Agreement is June 30, 2019 , unless the Agreement is tenninated prior thereto under the provisions of Section 16, below. 2. SCOPE OF SERVICES AND CONDITIONS THEREOF Subject to the terms and conditions set fo1ih in this Agreement, Software Provider shall perform each and every service to the schedule of performance set fo1ih in the SLA ( collectively "Services"), as desc1ibed below. A. Responsibilities of Software Provider . Software Provider shall provide the software services as fu1iher described in the SLA. The Services provided under this Agreement shall include (a) any software, plug-ins or extensions related to the Services or upon which the Services are based including any and all updates, upgrades, bug fixes , dot releases, version upgrades or any similar changes that may be made available to the Software Provider from time to time (the "Software"), (b) any and all technical documentation necessary or use of the Services , in hard copy fonn or online (the "Documentation"), ( c) regular maintenance of Software Provider 's system, and (d) other technology, user interfaces , know -how and other trade secrets, techniques, desi gns , inventions, data, images, text, content, APis, and Pa ge I of 12 090517 tools provided in conjunction with the Services. B. Equipment. If necessary to enable Software Provider to fulfill its obligations under the SLA, Software Provider shall, at its sole cost and expense, furnish all facilities , personnel and equipment to City necessary to provide the Services (the "Equipment"). City agrees, if necessary, to install the Equipment at the location(s) and in the manner specified by Software Provider and as directed by Software Provider. Any Equipment installed by City is a pai1 of the Service and loaned to City by Software Provider, not sold . City agrees to return the Equipment to Software Provider at the tennination ofthis Agreement in an undamaged condition, less ordinary wear and tear. c. Registration. Prior to using the Services, City shall identify the administrative users for its account ("Administrators"). Each Administrator will be provided an administrator ID and password. D. License Grant. Software Provider hereby grants City a license to use the Software and the Documentation for the pe1mitted purpose of accessing the Services. E. Reservation of Rights and Data Ownership. City shall own all right, title and interest in its data that is related to the services provided by this contract. Software Provider shall not access City user accounts or City data, except (1) as essential to fulfillment of the objectives of this Agreement, (2) in response to service or technical issues , or (3) at City 's written request. F. Data Protection. In canying out the Services , Software Provider shall endeavor to protect the confidentiality of all confidential, non-public City data ("City Data") as follows: 1. Implement and maintain appropriate secmity measures to safeguard against unauthorized access, disclosure or theft of City Data in accordance with recognized industry practice. 2. City Data shall be encrypted at rest and in transit with controlled access. Unless othe1wise stipulated, Software Provider is responsible for encryption of the City Data. 3. Software Provider shall not use any City Data collected by it in connection with the Service for any purpose other than fulfilling the obligations under this Agreement. G. Software Ownership. Software Provider owns the Services , Software, Documentation, and any underlying infrastructure provided by Service Provider in connection with this Agreement. City acknowledges and agrees that (a) the Services, any Software and Documentation are protected by United States and international copyright, trademark, patent, trade secret and other intellectual prope11y or proprietary rights laws , (b) Software Provider retains all right, title and interest (including, without limitation, all patent, copyright, trade secret and other intellectual prope11y rights) in and to the Services, the Software, any Documentation, any other deliverables , any and all related and underlying technology and any derivative works or modifications of any of the foregoing , including, without limitation, ( c) the Software and access to the Services are licensed on a subscription basis, not sold, and City acquires no ownership or other interest in or to the Services, the Software or the Documentation other than the license rights expressly stated h erein, and ( d) the Services are offered as an on-line, hosted solution, and that City ha s no right to obtain a copy of the Services . Page 2 o f 12 H. Restrictions. City agrees not to, directly or indirectly: (i) modify, translate, copy or create derivative works based on the Service or any element of the Software, (ii) interfere with or disrnpt the integrity or perfo1mance of the Services or the data contained therein or block or disrupt any use or enjoyment of the Services by any third pm1y, (iii) attempt to gain unauthorized access to the Services or their related systems or networks or (iv) remove or obscure any proprietary or other notice contained in the Services , including on any repo11s or data printed from the Services. 1. Security Incident. In the event a data breach occurs with respect to City Data, Software Provider shall immediately notify the appropriate City contact by telephone in accordance with the agreed upon security plan or security procedures if it reasonably believes there has been a security incident. Software Provider shall (1) cooperate with City to investigate and resolve the data breach, (2) promptly implement necessary remedial measures, if necessary, and (3) document responsive actions taken related to the data breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary. J. Notification of Legal Requests. Software Provider shall contact City upon receipt of any electronic discovery, litigation holds, discovery searches and expe11 testimonies related to City Data. Software Provider shall not respond to subpoenas, service of process and other legal requests related to City without first notifying City, unless prohibited by law from providing such notice. K. Access to Security Logs and Reports. Software Provider shall provide reports to City in a fo1mat as specified in the SLA agreed to by both Software Provider and City. Repo11s shall include latency statistics, user access, user access IP address, user access history and security logs for all City files related to this Agreement. L. Responsibilities and Uptime Guarantee. Software Provider shall be responsible for the acquisition and operation of all hardware, software and network supp011 related to the services being provided . The technical and professional activities required for establishing, managing and maintaining the enviromnents are the responsibilities of Software Provider. The system shall be available for City's use on a 24/7/365 basis (with agreed-upon maintenance downtime). M. Subcontractor Disclosure. Software Provider shall identify all of its strategic business pm1ners related to services provided under this Agreement, including all subcontractors or other entities or individuals who may be a pm1y to a joint venture or similar agreement with Software Provider, and who shall be involved in any application development and/or operations . N . Business Continuity and Disaster Recovery. Software Provider shall provide to City a written business continuity and disaster recovery plan prior to or at the time of execution of this agreement and shall ensure that it meets City's recovery time objective (RTO) of four (4) hours or less. o. Compliance with Accessibility Standards . Software Provider shall comply with and adhere to the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101). P. Web Services. Software Provider shall use Web services exclusively to interface with City Data in n ear real time when possibl e. Q. Encryption of Data at Rest. Software Provider shall ensure hard drive encryption consistent with validated cryptography standards as referenced in FIPS 140-2 , Page 3 of 12 Security Requirements for Cryptographic Modules for all personal data , unless City approves the storage of personal data on Software Provider's po1table device in order to accomplish work as defined in the statement of work. 3. COMPENSATION TO SOFTWARE PROVIDER Software Provider shall be compensated for services perforn1ed pursuant to this Agreement in a total amount not to exceed Five Thousand Four Hundred dollars ($5,400.00). The payments specified in this section shall be the only payments to be made to Software Provider for services rendered pursuant to this Agreement. Software Provider shall invoice City according to the following schedule of milestones/ deliverables: Upon completion of Quaiter 1, FY 18-19 $1,350.00 Upon completion of Quaiter 2, FY 18-19 $1,350.00 Upon completion of Quarter 3, FY 18-19 $1,350 .00 Upon completion of Quaiter 4, FY 18-19 $1,350.00 City shall pay Contractor within thi1ty (30) days after receipt of Service Provider's invoice. City shall return to Contractor any payment request dete1mined not to be a proper payment request as soon as practicable, but not later than seven (7) days after receipt, and shall explain in writing the reasons why the payment request is not proper. 4 . TIME IS OF THE ESSENCE Software Provider and City agree that time 1s of the essence regarding the perfonnance of this Agreement. 5. LICENSES; PERMITS; ETC. Software Provider represents and waiTants to City that it has all licenses, pe1mits, qualifications, and approvals of whatsoever nature which are legally required to ca1Ty out the purposes of this Agreement. 6. ASSIGNMENTS. Software Provider may assign, sublease, or transfer this Agreement, or any interest therein, to a third patty with the prior written consent of City. Such consent shall not be unreasonably withheld. City's withholding of consent shall be deemed reasonable if it appears that the intended assignee in question is not financially or technically capable of perfo1ming Software Provider's obligations under this Agreement, or if City has reason to conclude that the proposed assignee is othe1wise incapable of fulfilling Software Provider's duties hereunder. 7. INDEPENDENT PARTIES City and Software Provider intend that the re lationship between them created by this Agreement is that of independent contractor. No civil service status or other right of employment will be acquired b y virtue of Software Provider's services. None of the benefits provided by City to its employees, including but not limited Page 4 of 12 8. to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Software Provider, its employees or agents. Software Provider is not a "public official" for purposes of Government Code §§ 87200 et seq. IMMIGRATION REFORM AND CONTROL ACT {IRCA) Software Provider assumes any and all responsibility for ve1ifying the identity and employment authorization of all of his/her employees perfonning work hereunder, pursuant to all applicable IRCA or other federal or state rnles and regulations. Software Provider shall indemnify and hold City haimless from and against any loss , damage, liability, costs or expenses arising from any noncompliance of this provision by Software Provider. 9. NON-DISCRIMINATION Consistent with City's policy prohibiting harassment and discrimination, Software Provider agrees that neither it nor its employee or subcontractors shall harass or discriminate against a job applicant, a City employee, or a citizen on the basis of race, religious creed, color, national 01igin, ancestry, handicap, disability, marital status, pregnancy, sex, age, sexual orientation, or any other protected class status. Software Provider agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 10. INTELLECTUAL PROPERTY INDEMNIFICATION Software Provider agrees to, at its expense, defend and/or settle any claim made by a third paiiy against City alleging that the City's use of the Services infiinges such third paiiy's United States patent, copyright, trademark or trade secret (an "IP Claim"), and pay those amounts finally awarded by a court of competent jurisdiction against City with respect to such IP Claim. 11. DUTY TO INDEMNIFY AND HOLD HARMLESS Software Provider shall indemnify, defend, and hold hannless City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demand s whatsoever against any of them, including for any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional, consequential or otherwise, arising out, pe1iaining to, or related to the performance of this Agreement by Software Provider or Software Provider's employees, officers, officials, agents or independent contractors, except where such liability arises so lely as a result of the active negligence or to1iious conduct of City or its agent. Such costs and expenses shall include reasonable attorneys' fees ofcounsel of City's choice, expe1i fees and all other costs and fees of litigation. The provisions of this Section survive the completion of the Services or te1mination of this Contract. 12. INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement, Software Provider sha ll furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of Pa ge s of l2 insurance coverage in compliance with the requirements listed in Exhibit "B". Software Provider shall maintain in force at all times during the perfonnance of this Agreement all appropriate coverage of insurance required by this Agreement. B. Subrogation Waiver. Software Provider agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Software Provider shall look solely to its insurance for recovery. Software Provider hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Software Provider or City with respect to the services of Software Provider herein, a waiver of any right to subrogation which any such insurer of said Software Provider may acquire against City by virtue of the payment of any loss under such msurance. 13. RECORDS Software Provider shall maintain internal records reflecting that the Services were performed by Software Provider hereunder in accordance with customary recordkeeping practices in the software development industry. Software Provider shall provide free access to such records to the representatives of City or its designee's at all reasonable and proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary. No such examination and audit shall give City the right to access records relating to other Software Provider customers . Such records shall be maintained for a period of three (3) years after Software Provider receives final payment from City for all services required under this agreement. 14. NONAPPROPRIATION This Agreement is subject to the fiscal provisions of the Cupertino Municipal Code and Agreement will tenninate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a po1tion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, te1m, condition, or provision of this Agreement. 15 . NOTICES 090517 All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after deposit in the U.S . Mail , postage prepaid, addressed as hereinafter provided. All notices , demands , requests, or approvals shall be addressed as follows: TO CITY: City of Cupe1tino 10300 Tone Ave. Cupertino CA 95014 Attention: Bill Mitchell Page 6 of 12 Copy to : Rocio Fierro Acting City Attorney, City of Cupe1tino I 0300 Torre Ave., Cupe1tino, CA 95014 TO SOFTWARE PROVIDER: City Data Services, LLC 403 Alvarado Street Brisbane, CA 94005 Attention: Steve Crounse 16. TERMINATION A. Basis for Termination. In the event Software Provider fails or refuses to perfonn any of the provisions hereof at the time and in the manner required hereunder, Software Provider shall be deemed in default in the performance of this Agreement. If Software Provider fails to cure the default within the time specified and according to the requirements set f01th in City's written notice of default, and in addition to any other remedy available to the City by law, the City Manager may tenninate the Agreement by giving Software Provider written notice thereof, which shall be effective immediately. The City Manager shall also have the option, at its sole discretion and without cause, of tem1inating this Agreement by giving seven (7) calendar days' p1ior w1itten notice to Software Provider as provided herein . Upon receipt of any notice of te1mination, Software Provider shall immediately discontinue performance. B . Pro Rata Payments. City shall pay Software Provider for services satisfactorily performed up to the effective date of termination . In such event, a calculation of the amounts due shall be deemed correct as computed on a pro rata basis with compensation provided for the period of service paid as a percentage of the total contract amount. C. Handling of City Data. In the event of a tennination of this Agreement, Software Provider shall implement an orderly return of City data in a CSV or another mutually agreeable fonnat at a time agreed to by the pmties and the subsequent secure disposal of City data. During any period of service suspension, Software Provider shall not take any action to intentionally erase any City data for a period of 30 days after the effective date of termination, unless autho1ized by City. City shall be entitled to any post-termination assistance generally made available with respect to the Services ; unless a unique data retrieval arrangement has been established as pmt of the SLA. Software Provider shall securely dispose of all requested data in all of its forms, such as disk, CD/ DVD, backup tape and paper, when requested by City. Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology (NIST)- approved methods . Certificates of destrnction shall be provided to City. 17. WARRANTY AND WARRANTY DISCLAIMER Software Provider warrants that, (i) the services shall be provided in a diligent, professional , and workmanlike manner in accordance with industry standards, (ii) Page 7 of 12 the services provided under this agreement do not infringe or misappropriate any intellectual prope11y rights of any third pai1y, and (iii) the services shall substantially perfonn in all material respects as described in the SLA in the event of any breach of section (iii), above, Software Provider shall, as its sole liability and your sole remedy, repair or replace the services that are subject to the waiTanty claim at no cost to City or if Software Provider is unable to repair or replace, then it will refund any pre-paid fees for services not rendered. Except for the warranty described in this section, the services are provided without wananty of any kind, express or implied including, but not limited to , the implied waiTanties or conditions of design, merchantability, fitness for a pai1icular purpose, and any wananties of title and non-infringement. 18. COMPLIANCE Software Provider shall comply with all state or federal laws and all ordinances, rules, policies and regulations enacted or issued by City. 19. CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rnles which may direct the application of laws of another jurisdiction. Any suits brought pursuant to this Agreement shall be filed with the Superior Com1 for the County of Santa Clara, State of California. 20 . ADVERTISEMENT Software Provider shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs , adve11ising, show bills, lithographs, posters or cards of any kind pe11aining to the services perf01med under this Agreement unless prior written approval has been secured from City to do otherwise. 21. INTEGRATED CONTRACT This Agreement, including all appendices, represents the full and complete understanding of every kind or nature whatsoever between the Pai1ies, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Software Provider. In the event that any Service Level Agreement, Exhibit, associated instrnment or agreement executed by the Parti es in conjunction with this Agreement or prior thereto contains a tenn that conflicts with the tenns of this Agreement, the terms o f this Agreement shall govern and supersede any other document or Exhibit. 22 . AUTHORITY The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. IN WITNESS WHEREOF, the parties have caused this Agreement to be ex ecuted. Pa ge 8 of 12 Exhlbit~: Exhi bil _ : f.'.xhi hit B: SOFT\VARE PROVIDER C ity Data Se!'viccs. LLC CITY OF CUPERTINO U On;•r S I 7",000-ou11ci l Appro\':,I R qui1e<l D f !,·~r ~S.0)0. Dep;irtmmt Hea d pprov ai Re q11ircd l@ Up lo $4 V t0fl-D,;._ie rior M SltJli>tvkM Apptul'al R~q uiNd RECOMMENDE D FOR PROVAL Service Le ve ! Agr ee ment T nsunm<.:e Req 1iremcnt.s and .Proof of lnsurancc EXHIBIT A 1 ~ Bri sbane , California Kerri Heusler, Housing Senior Planner City of Cupertino 10300 Torre Avenue Cupertino , CA 95014 Dear Ms . Heusler, Services '"-..../ citydataservices@yahoo .com June 2018 City Data Services provides cloud-based data management services . As per your request, please find the following Scope of Services for work for City of Cupertino for FY 2018-19. These services are provided for maintaining the Community Services module and a component of the Single Family module : SCOPE OF SERVICES -System Maintenance Under the scope of the maintenance contract , CDS will provide : Ability to store , display , and summarize application information; Ability to store , display , and summarize individual program administration information; Ability to store , display , and summarize individual program contract information ; Ability to enter, store , display, and summarize compliance information; Mainta in all database and report elements created under the initial se t up agreement ; Maintain data backups and download on a determined schedule ; Modify database as needed to add or remove fields , or improve presentation of data ; Modify ex isting reports as needed to meet City 's requirements ; Provide customer service to C ity and their clients throughout the contract ; and Promptly respond to request for ass istance , training or database repair. Maintenance fee for Commun ity Service (formerly Public Service) is in the amount of $350 per month for an annual total of $4,200 and the maintenance fee for component of Single Family is in the amount of $100 per month for an annual amount of $1 ,200 for a combined total amount of $5,400 . For the term of the agreement , this fee remains constant regardless of the number of users , trainings , units , programs , projects or reports included in this module. HOURLY RATES Maintenance and ongoing operations of City 's CDS database are included in the monthly maintenance fee . All new reports or forms are covered under the maintenance contract without additional charge . In the event that forms outside of this module and component are required, the typical charge for developing a new form or report , and integrating it into the database , will be $850 per page , with discounts for larger documents . Maintenance invoices are billed quarterly and require payment within 30 days of submission of invo ic e. A one percent fee will be incurred for bills that are 30 days past due. ::~f!P;!/L--- Steve Crounse , Partner City Data Services , LLC www.citydataservices .com 415 .572.4572 650 .533 .5933 Contract No. --- Exhibit B: Insurance Requirements and Proof of Insurance Proof of insurance coverage desc1ibed below is attached to this Exhibit, with City named as additional insured. 1. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES Additional Insureds: City, its City Council, boards and conunissions, officers, employees and volunteers shall be named as additional insureds under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any ~ft' loss or expense covered by the insurance provided by this policy. h 0 1 ~ Workers' Compensation: t~ { Statutory coverage as required by the State of California and Liability Insurance with limit of no ,, \ less than $1,000,000 per accident for bodily injury or disease . General Liability: / ~J d · Commercia! gen~ral liability coverage in the following minimum limits :,11ct,vi"pd'-"o.---. r n? Bodily In1ury: . 0 ,J V ~L,,-/ h f-' $1,000,000 e occunence jp 1'i j1//{1 W' ~ J:tyf' _(..;e,M, v $1,000,00 aggregate-allother J> ,,·fU1t,..,-tf Pro e1 Dama e: 4 C-f fld ~ $50 ,000 each occmTence f MvJ $1,000,000 aggregate Y ' · If submitted, combined single limit policy with aggregate limits in the amounts -~00 will be considered equivalent to the required minimum limits shown above. Cyber Liability : Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate -all other Coverage shall be sufficiently broad to respond to the duties and ·obligations as is undertaken by Software Provider in this agreement and shall include, but not be limited to, claims involving infringement of intellectual prope11y, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, infonnation theft, damage to or destruction of electronic inf01mation, release of private infonnation, alteration of electronic infonnation, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monito1ing expenses with limits sufficient to respond to these obligations . 11 Contract No. --- If the Software Provider maintains broader coverage and /or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 2. ABSENCE OF INSURANCE COVERAGE. City may direct Software Provider to immediately cease all act1v1tles with respect to this Agreement if it determines that Software Provider fails to caITy, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. At the City's discretion, under conditions of lapse, City may purchase appropriate insurance and charge all costs related to such policy to Software Provider. 3 . PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION. A Ce1iificate of Insurance, on an Accord f01m, and completed coverage verification shall be provided to City by each of Software Provider's insurance companies as evidence of the stipulated coverages prior to the Commencement Date of this Agreement, and annually thereafter for the tem1 of this Agreement. All of the insurance companies providing insurance for Software Provider shall be licensed to do insurance business in the State of California and shall have, and provide evidence of, a Best Rating Service rate of A VI or above. The Ce1iificate of Insurance and coverage verification and all other notices related to cancellation or non-renewal shall be mailed to: City Clerk City of Cupertino 10300 ToITe A venue Cupe1iino, CA 95014-3202 12 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 02/16/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to t he terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME : USAA INSURANCE AGENCY INC PHONE I rM. Nol: (A/C, No, Ext): (888) 661-3938 1877) 552-6091 9800 FREDERICKSBURG RD ~DMD~~SS : Service.center@l travelers.com SAN ANTONIO, TX 78288 {888) 661-3938 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : TRAVELERS CASUALTY INSURANCE COMPANY OF AMERICA IN SURED INSURER B: CITY DATA SERVICES 403 ALVARADO STREET INSURER C : BRISBANE , CA 94005 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· 850222303231740 REVIS ION NUMBER· THIS IS TO CERTIFY THAT THE POLI CIE S OF INSURANCE LI STED BELOW HAVE BEEN IS SU ED TO THE INSURED NAMED ABOVE FOR THE POLIC Y PERIOD INDICATED . NOTWITHSTANDING ANY REQU IREMENT, TERM OR COND ITI ON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI S CER TIFI CATE MAY BE ISSUED OR MAY PERTA IN , THE INSURANCE AFFORDED BY THE POLICI ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM S, EXCLUS IONS AND CONDITIONS OF SUCH POLICIES. LI MITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER IMM/DD/YYYY\ IMM/DD/YYYY\ LIMITS -EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAG E TO RENTED - =:JcLAIMS-MADE OoccuR PREMISES /Ea occurrence\ $ -MED EXP /Anv one oerson\ $ - PERSONAL & A DV INJURY $ - GEN 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ B POLICY DPRO-D JECT LOG PRODUCTS -COMP/OP AGG $ OTH ER: $ A AUTOMOBILE LIABILIT Y X BA-3 6500875-18 02/10/2018 02/10/2019 COMBINED SING LE LIMIT $1 ,000,000 (Ea accident) -BODILY IN JURY (Per person) $ A NY AUTO -ALL OWNE D §ocsrnccso AUTOS A UTOS BODILY INJURY (Per accidenl) $ - HIRED AUTOS NON-OWNED PROPERTY DAMAGE -AUTOS (Per accident) $ -$ -UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ EXCESS LIAB CLA IMS-MADE AGGREGATE $ ~ OED LJ RETEN TI ON $ $ WORKERS COMPENSATION N/A I PER I I OTH-STATUTE ER AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D E.L. EACH ACC IDENT $ OFFIC ER/M EMB ER EXCLUD ED ? $ (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE g~;Mi"r'i~bJ i~dc5~ERATIONS below E.L. DISEASE -POLI CY LI MIT $ DESCRIPTION OF OPERATIONS / LO CATIONS / VEHICLE S (ACORD 101 , Additional Remarks Schedule, may be attached if more s pace is required) AS RESPECTS TO AUTO LIABILITY -CERTIFICATE HOLDER IS ADDITIONAL INSURED AS PER CA 20 48 - DESIGNATED INSURED . CERTIFICATE HOLDER CANCELLATIO N CITY OF CUPERTINO , ITS OFFICERS , SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE AGENTS , EMPLO Y EES AND VO LUNTEERS THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN 10300 TORRE AVE ACCORDANCE WITH THE POLICY PROVISIONS. C UPERTINO , CA 95014 AUTHORIZED REPRESENTATIVE ~ ~·~,-_.) I © 1988-2014 ACORD CORPORATION. All rights reserved . ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD ~ KTR I DA TE (MMIDD/YYYY) ACC>Re>"' CERTIFICATE OF LIABILITY INSURANCE ~· ROOl 2/16/2018 TH IS CERTIFICATE IS ISS UED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HO LDER. THIS CERTIFI CATE DO ES NOT AF FI RMATIVELY OR NE GATIVELY AMEND, EXTEND OR ALTER THE COVERA GE AFF ORD ED BY THE POLI CIE S BE LOW. T HIS CERT IFI CATE OF INSURANCE DOES NOT CO NSTITUTE A CONTRACT BETWEEN THE ISSUING INS UR ER($), AUT HORIZ ED REP RESENTATI V E O R PRO DUCER, AN D T HE CERT IFICAT E HOLDER. IMPORTANT : If th e ce rtifi cate ho lder is an ADDITIONAL INSURED , the policy(ies) must have ADD ITIONAL INSU RE D provi sions or be endo rs ed. If SUBROGATION IS WAIVE D, subject to the terms an d conditi ons of th e pol icy, certain policies may require an endorsem en t. A statem ent on th is certificate doe s not con fer rights to the certifi cate hold er in lieu of such end orsement(s). PRODUCER CONTACT NAME : USAA I NSURANCE AGENCY I NC/PHS PHONE IFAX 443 -6 11 2 (NC, No, Ext ): (888) 242 -1430 (NC , No) ( 8 8 8 ) 812845 P: (888 ) 242 -1430 F: (888) 443 -61 1 2 E-MA IL ADDRESS: PO BOX 33015 INSURER (S) AFFORDING COV ERAGE NAIC# SAN ANTONIO TX 78265 INSURER A : Sentinel Ins Co LTD 11000 INSURED INSURERS : IN SURER C : STEVEN CROUNSE D/B/A CITY DATA SERVICES INSURER D : 403 ALVARADO ST INSURER E : BRISBANE CA 94005 INSURER F : COVERAGES CE RTIFICATE NUMBER : REVISION NUMBER: THIS IS TO CERTIFY THAT THE PO LI CIE S OF IN SURAN CE LISTED BELOW HAVE BE EN ISSU ED TO THE INSURED NAM ED ABOVE FOR THE POLICY PERI OD INDICATED. NOTWITHSTANDING ANY REQUIR EMENT , TERM OR CON DITI ON OF ANY CON TRAC T OR OTH ER DO CUM ENT W ITH RESPECT TO WHICH THIS CERT IFI CATE MAY BE ISSUED OR MAY PERTA IN, THE INSURANCE AFF OR DED BY TH E POLI CIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS ,EXC LUSIONS AN D CONDIT IONS OF SUCH POLICI ES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PA ID CLAIMS . INSR TYPE OF INSUR ANCE A DDL SUHR POLICY NUMBER POLICY£FF POLICY£XP LIM ITS /TR I N '-11 wvn (MMIDDIYYYY) f,\f,\f/f'n ,vyy }'} COMM ERCIAL GENE RAL LIABI LITY EACH OCCURRENCE s2 , 000 , 000 I CLAIMS-MADE ~OCCUR DAMAG E TO RENTED sl , 000 , 000 PREMISES (Ea occurrence) A X General Liab X 65 SBM R041 56 02/10/2018 02/10/2019 MED EXP (Any one person) sl0 ,000 t-- PERSONAL & ADV INJURY s2 , 000 , 000 t-- GEN'L AGGREG ATE LIMIT APPLIES PER: GENERAL AGGREGATE s4 ,000 ,000 q POLICY D ~:i~ 0 LOC PRODUCTS -COMP/OP AGG s4 , 000 , 000 I OTHER: $ AUTOM OBIL E LI ABI LITY COMB INED S IN GLE LIM IT (Ea accident) $ - ANY AUTO BODI LY INJURY (Per person) $ -OWNED -SCHEDULED BODILY INJURY (Per accident) $ -AUTOS ONLY ,___ AUTOS HIRED NON-OW NED PROPERTY DAMAGE A UTOS ONLY AUTOS ONLY (Pe r accident) $ t--,___ $ UMB RELLA LIA B y OCCUR EACH OCCURR ENC E $ t-- EXC ES S LI AB CLAIMS-MADE AGG REGATE $ DEO I !RETENTIONS $ WORKERS COMPENSA TION I PER I I OTH- AND EMPLOYERS' LIA B ILI TY STATU TE ER ANY PROPRIETOR/PARTNER/EXECUTI VE YIN E.L EAC H ACC IDENT $ OFFICER/M EMBE R EXC LUDED? D NI A ~ $ (Mandatory in NH) E.L. DISEASE-EA EMPLOYEE ~ If yes , describe un der E.L DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERA TJONS I LOCATIONS I VEHICLES (AC ORD 101, Addltional Remarks Schedule, may be attached if more space is requi red) Those usual to th e Insu r ed 's Operations . City of Cupertino is Additional Insu r e d p er endorsement to the policy. CERTIF ICATE HOLDER CANCELLATION TH E CITY OF CU PER TINO , SHOULD AN Y OF THE ABOVE DESCRIBED POLICIES BE CANC ELLED BEFORE THE EX PIRATION DATE THEREOF , NOTICE WILL BE IT 'S OFFICERS , AGENTS , EMPLOYEES DE LI VERED IN ACCORDANCE WITH THE POLICY PROVIS IONS . AND VOLU NTEERS AUTHORIZED REPRESENTATIVE 10300 TORRE AV E a~,orc~~~ CUPERTINO , CA 95014 © 1988-2 015 ACORD CORPORATION . All nghts rese rved . AC ORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ACORD® CERTIF ICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 10/10/2017 I THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. T_HIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES I BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If t he certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditi ons of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu o f such endorsement(s). PRODUCER CONTACT NAME: lnsureon (BIN Insura nce Holdings LLC .) PHONE 800-688-1984 I FAX 8 77-826-9067 IA/C No Extl· (A/C Nol : ~insureon 1101 Central Expy. South , Suite 250, E-MAIL Allen , TX 75013 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Hartford Fire In surance ComDanv 19682 INSURED INSURER B : City Data Services INSURER C: 403 Alvarado St INSURER D : Brisbane , CA 94005 INSURER E: I i INSURER F: COVERAGES CERTIFICATE NUMBER : REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSU ED TO THE INSURED NAMED ABOVE FOR THE POLIC Y PERIOD IN DICATED . 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 , EXC LUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PA ID CLAIMS . INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE '"~" W\/n POLICY NUMBER !MM/DD/YYYYI (MM/DD/YYYYI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE s -::=J CLAIMS-MADE O occuR DAMAGE TO RENTED PREMISES !Ea occurrence) $ MED EXP (A ny one person) s -PERSONAL & ADV INJURY s - GEN'L AG GREGATE LIMIT APPLIES PER: GENERAL AGGREGAT E $ =1 D PRO-D LOC PRODUCTS. COMP/OP AGG $ POLICY JECT OTHER: s AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accidentf s - ANY AUTO BODIL y INJURY (Per person ) s -ALL OWNED -SCHEDULED BODILY INJURY (Per accident) S -AUTOS -AUTOS NON-OWNED PROPERTY DAMAG E s HIRED AUTOS AUTOS !Per accident\ --s UMBRELLA LIAB H OCCUR EACH OCCURRENCE s -EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENT ION s s WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS' LIABILITY STATUTE ER I Y IN ANY PROPR IET OR /PARTN ER/EXECUTIVE D NIA E.L. EACH ACC IDENT $ OFFICER/M EMBER EXCLUD ED? (Mandatory in NH) E.L. DISEASE · EA EMP LOYEE S If yes , describe under DESCR IPTION OF OPERAT IONS below E.L. DISEASE . POLICY LIMIT s A Professional Liabili ty (Errors and Omissions ) 46TE0323528 717/2 017 717/2018 S1 ,000 ,000 / 52 ,000 ,000 DES CRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101 , Additional Remarks Schedule , may be attached if more sp ace is required) Those usual to the lns ured's Operations . City of Cupertino , its officers , employees and voluntee rs , ind ivid ually and collectively pe r the professional liability / errors & omissions policy per Policy Form FSOOG003001016 in the attached po licy CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOT ICE WILL BE DELIVERED IN 10300 To rre Avenue ACCORDANCE WITH THE POLICY PROVISIONS . Cuperti no , CA 95014 AUTHORIZED REPRESENTATIVE \\r---lb-- I I © 1988-2014 ACORD CORPORATION. All rights reserved . ACOR D 25 (2014/01) The ACORD name and logo are regist e red marks of AC ORD ---····-··-··-··-··-··--·--··-··-·-.. ····---····-·--·····-·--·······---·······---··-····-··-··-········ Contractor/Consultant Affidavit of No Employees State of California County of Santa Clara City of Cupertino I, the undersigned, declare as follows: 1 am an independent contractor and the owner of a+-!Tm Dab 5ec u 1 &ls,, LL c I wish to enter into a services contract with the City of Cupe~ o. I am fully aware of the provisions of section 3700 of the California Labor Code, which requires every employer to provide Workers' Compensation coverage for employees in accordance with the provisions of that Code. I am also aware that I must provide proof of workers' .compensation insurance to the City of Cupertino for any and all employees I may have, pursuant to Section 12 of the City of Cupertino's contract. I hereby certify that I do not have any employees nor will I have any employees working for me or my business during the term of any service contract with the City of Cupertino. I am not required to have Workers' Compensation insurance. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. ·7 .ts:-r-Executed on this ~day of \. j ( 1 V\Q , 2018, at 5 . 5clq 1Y(fv/C(~c. D , California . 5f.-eufv1 I Gr.lJ J VJ 4{__ PRINT NAME Revised 1.05.18