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21-041 Chesapeake Systems, International, LLC, Services Agreement1 SERVICES AGREEMENT Client Legal Name and Address Effective Date City of Cupertino Effective upon last date signed below. 10300 Torre Ave. Cupertino, CA 95014 This Services Agreement (this “Agreement”) is entered into as of the last date signed below (the “Effective Date”) by and between Chesapeake Systems International, LLC., a Maryland Limited Liability Company, having principal offices at 801 West 33rd Street, Baltimore, MD 21211 (the “Consultant”), and the individual or entity named above (“Client”), and states the terms under which Consultant will provide services to Client. 1. Scope of Work. All services to be provided by Consultant (the “Services”) shall be described in Exhibit A. Client shall, at no charge, provide Consultant with reasonable access to Client’s personnel and premises (including its computer and communications networks, office space, and work facilities), as well as any special equipment or software reasonably required to perform the Services. 2. Changes to Scope of Work. Either party may request changes to Exhibit A. If any change affects the time or cost of performance, the change must be agreed in writing by both parties before becoming effective. 3. Payment. a. Maximum Compensation. Client will pay Consultant for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $10,000.00 (“Contract Price”), based upon the scope of services and budget and rates included in Exhibit A. The maximum compensation includes all expenses and reimbursements and will remain in place even if Consultant’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of Client b. Invoice and Payment Terms. Consultant shall submit invoices, and Client agrees to pay Consultant, on a quarterly basis, and Client agrees to pay Consultant within thirty (30) calendar days after the date of each invoice. c. Expenses. Client will reimburse Consultant for reasonable out-of-pocket expenses incurred by Consultant in conjunction with Consultant’s work hereunder and pre- approved by Client. In no case shall Client pay more than the Contract Price identified above. 2 d. Taxes. Client agrees to pay any federal, state or local taxes based on services provided under this Agreement, excluding taxes based on Consultant’s income. e. Payment Disputes. Client shall notify Consultant in writing of any payment dispute, including detailed information on the basis of the dispute, prior to the due date of any invoice. Failure to provide such notification prior to the due date of an invoice shall constitute a waiver by Client of any such dispute and such invoices shall be deemed “Undisputed Invoices.” If Consultant prevails in its efforts to enforce this Agreement, Client agrees to pay Consultant’s reasonable attorneys’ fees, court costs, expert fees, and other litigation expenses. f. Collection. Client shall pay Consultant interest at the rate of 1% per month on any balance due and unpaid within fifteen (15) calendar days after the due date of an invoice. 4. Work Product. All computer programs, documentation, code, design patterns, technical data, software, and materials developed by Consultant in the course of or as a result of the Services (the “Work Product”) will be deemed “works made for hire” under the U.S. Copyright Act and will be the sole property of Client. Should Consultant incorporate Consultant intellectual property into a deliverable, Consultant hereby grants to Client a nonexclusive, royalty free, perpetual, irrevocable, transferable, sublicensable, worldwide license to reproduce, manufacture, modify, distribute, use, import, and otherwise exploit such pre-existing works as part of or in connection with use of the Work Product. 5. Indemnity. Consultant shall defend and indemnify Client from and against any damages, costs, or liability finally imposed on Client arising out of a claim brought by a nonparty to the effect that Consultant’s work infringes upon that nonparty’s intellectual property rights. Consultant shall have full control of the defense of any such nonparty claim as well as all negotiations for its settlement or compromise. a. Exclusions. Consultant shall not be obligated to provide indemnification if the claim is based upon: (i) use of the Work Product in a manner other than that for which it was furnished by Consultant; (ii) modification of the Work Product other than by Consultant; (iii) combination of the Work Product with components not authorized by Consultant; or (iv) specifications of the Work Product provided by Client to Consultant. b. Permitted Remedies. Should Consultant deem it advisable in order to resolve the claim, Consultant may, at its expense: (i) procure for Client the right to continue using the affected Work Product, (ii) replace or modify the same so that it becomes non-infringing, but functionally equivalent, or (iii) terminate the license granted in Section 4 and refund to Client that portion of the fees as may be necessary to compensate Client for actual damages arising out of such claim. 6. Insurance. Consultant shall comply with the insurance requirements, attached and incorporated here as Exhibit B, and must maintain the insurance for the duration of the Agreement. 7. Confidentiality. “Confidential Information" means (i) the pricing, description and summaries of processes, approach, recommendations, concepts, suggested work flows, scheduling, and 3 strategies undertaken by Consultant in the performance of the Services; (ii) Client’s data, processes, information pertaining to Client’s internal operations; and, (iii) all information expressly designated by either party as “confidential.” Either party’s failure to mark any Confidential Information as confidential, proprietary or otherwise shall not affect its status as Confidential Information pursuant to subparagraphs (i) and (ii) hereof. a. The Confidential Information is proprietary to the disclosing party and constitutes its exclusive intellectual property. b. The receiving party shall not use the Confidential Information for any purpose other than in consideration or furtherance of the parties’ business relationship. c. Any use of the Confidential Information by the receiving party for its own benefit or that of its affiliates without the express written consent of the disclosing party is strictly prohibited. d. Each receiving party shall protect the disclosing party’s Confidential Information to the same extent it uses to safeguard its own trade secrets and confidential matters. Prior to disclosing any of the Confidential Information, the receiving party shall ensure that all recipients are aware of and compliant with each party’s obligations hereunder. e. Upon request, the receiving party shall immediately return all copies of the Confidential Information to the disclosing party and certify to the return or destruction of all copies, electronic and otherwise. 8. Exceptions to Confidentiality Obligations. Receiving Party shall have no obligation with respect to Confidential Information that (i) became known to Receiving Party prior to Disclosing Party’s disclosure of such information to Receiving Party; (ii) is or subsequently becomes generally available to the public without Receiving Party’s breach of any obligation owed to Disclosing Party; (iii) is obtained by Receiving Party from a third party having a right to disclose such information; (iv) is independently developed by Receiving Party; or (v) except as limited below, is required by law, governmental order or decree to be disclosed by Receiving Party. If Receiving Party is required to disclose any Confidential Information of Disclosing Party by a court order or other specific governmental action, Receiving Party may comply with such disclosure requirement, unless Disclosing Party, at its own expense, is successful in having the effect of such requirement stayed pending an appeal or further review thereof, or revised, rescinded or otherwise nullified. In all events, Receiving Party agrees to notify Disclosing Party promptly if at any time a request or demand of any kind is made to Receiving Party to disclose any Confidential Information of Disclosing Party. Disclosing Party shall have the right, at its cost, to intervene in any proceeding in which Receiving Party is being asked to disclose any of Disclosing Party’s Confidential Information. Consultant acknowledges that Client has disclosure obligations under the California Public Records Act, and Client shall not be liable for Consultant for complying with the requirements of that Act. 9. Disclaimer. THE CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. IN NO EVENT SHALL DISCLOSING PARTY BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THE USE OF THE CONFIDENTIAL INFORMATION DISCLOSED UNDER THIS AGREEMENT. 4 10. Injunctive Relief. Each party acknowledges that the unauthorized use of Disclosing Party’s Confidential Information by Receiving Party would cause irreparable harm and significant injury to Disclosing Party. Accordingly, Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of the Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. 11. Suspension of Work. Consultant may suspend work on the Services as a result of Client’s failure to render payment for Undisputed Invoices by providing Client with written or emailed notice (a “Suspension”). All project deadlines will be extended for an amount of time equal to the length of any Suspension plus any additional time Consultant may reasonably require to re-staff the project and resume work. Client releases Consultant from all liability which may arise from any such Suspension. 12. Term and Termination. The term of this Agreement will begin on the Effective Date and continue until June 30, 2022 or until terminated as provided hereinafter in this Section by either party, whichever is earlier. a. Termination Upon Written Notice. Either party to this Agreement may terminate this Agreement by giving the other party thirty (30) days’ prior written notice. b. Termination by Consultant. Consultant may terminate this Agreement or any Work Order for nonpayment in the event payment has not been received within 30 days of the due date specified in Section 3 hereof. c. Effect of Termination. Upon termination of this Agreement or any Work Order, Client shall pay all of Consultant’s Undisputed Invoices and out-of-pocket expenses accrued through the date of termination of this Agreement. Consultant reserves the right to pursue collection of all unpaid invoices. Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes. 13. Notices. All notices, requests, demands and other communications hereunder, other than for a Suspension as described in Paragraph 11 hereof, must be in writing and shall be deemed to have been duly given upon personal delivery, five days after being mailed by registered or certified mail, return receipt requested, or one business day after being sent by nationally recognized overnight courier. Notice shall be provided to the following: To City of Cupertino Office of the City Manager 10300 Torre Ave., Cupertino CA 95014 Attention: Nidhi Mathur Email: Nidhim@cupertino.org To Contractor: Chesapeake Systems International, LLC. 801 West 33rd Street Baltimore, MD 21211 Attention: Jessica Mantheiy Email: jessica@chesa.com 5 14. Relationship of the Parties. Consultant is an independent contractor and is responsible for paying all taxes, including Social Security, unemployment and income taxes, for itself and for all persons engaged by it to perform Services. 15. Warranty. Consultant expressly warrants that the Services shall be provided in a professional manner in accordance with the prevailing standards of Consultant’s industry. 16. Warranty Exclusions. CONSULTANT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES OR WORK PRODUCT PROVIDED UNDER THIS AGREEMENT, OTHER THAN AS MAY BE SET FORTH IN EXHIBIT A INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 17. License Restrictions. To the extent that the Services include third-party software, Client agrees that it shall not copy, disassemble, decompile, reverse engineer or distribute without a license such software, or permit any third party to do so, except to the extent such restrictions are prohibited by law. Client will not undertake any activity, nor permit any third party to undertake any activity which would result in a violation of any end-user license agreement (“EULA”). Client shall indemnify and hold harmless Consultant, its employees, officers, members and representatives from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or related to any claims concerning the Client’s breach of this Section, state or federal law or any applicable EULA. 18. Limitation of Liability. Consultant’s aggregate liability arising from any Services or Work Product provided under this Agreement, other than as may be claimed under Consultant’s defense and indemnification obligation set forth herein, shall be limited to the amount paid by Client over the preceding twelve (12) months for the Work Order giving rise to the claimed damages. With the exception of injunctive relief available to either party under the Confidentiality section hereof, damages under this section shall constitute Client’s sole and exclusive remedy for all claims arising out of or relating to this Agreement. Other than damages which may arise from a claim for indemnification hereunder, the only damages for which Consultant may be liable are actual, out-of-pocket damages. In no event will Consultant be liable for lost profits, consequential damages, lost data, or other special or incidental damages. 19. Data Loss. a. Client hereby releases any and all claims against Consultant for any loss or corruption of any data, on any storage medium, belonging to Client due to Services performed either directly or indirectly, intentional or as an unintentional consequence of Services performed. b. Consultant will make good faith efforts to secure the integrity of Client’s data in accordance with industry standard. c. Consultant recommends that Client maintain a regular and dependable backup of all data. 6 i. Consultant assumes that Client recognizes the value of its data and has taken responsibility to ensure that all data has been backed up prior to allowing any Service to be performed on any hardware, software, or related peripherals. ii. Consultant shall not be responsible for incomplete, inconsistent, damaged or otherwise unusable backups resulting in data loss. 20. Communications. Any matters related to this Agreement, including Consultant’s obligations, pricing, modification of scope, changes in schedules, must be addressed to an authorized representative identified by each party for such purposes. 21. No Discrimination. Consultant 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. Consultant 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, Consultant understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Consultant or its employees or sub-contractors will not be tolerated. Consultant agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 22. Conflicts of Interest. Consultant shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Consultant 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. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Consultant agrees to abide by the City’s rules governing gifts to public officials and employees. 23. Miscellaneous. This Agreement together with any Exhibits that reference this Agreement and all terms and conditions incorporated by reference therein issued hereunder represent the entire agreement and supersedes all other agreements and understandings between the parties relating to the subject matter hereof and may be changed only in a writing signed by both parties. No failure of either party to enforce any right hereunder shall be deemed a waiver thereof. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed omitted to the extent required by such holding and the remainder of this Agreement shall continue in full force and effect. 24. Force Majeure. Each party is excused for any delays, losses, or damages due to causes beyond its reasonable control, including without limitation fire, explosion, power irregularities or surges, acts of God, earthquakes, rains, floods, lightning, strife, quarantine restrictions, action of any government, including without limitation any declared state of emergency at the Federal, State, or 7 local level, or any other cause that was not reasonably foreseeable on the date of signing of this Agreement. 25. Jury Trial Waiver. IN THE EVENT A MATTER PROCEEDS TO LITIGATION, EACH PARTY WAIVES, FOR ITSELF, ITS SUCCESSORS AND ASSIGNS, ANY RIGHT IT MAY HAVE HAD TO A TRIAL BY JURY PERTAINING TO ANY CLAIM OR MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY WORK ORDER, OR ANY WORK PRODUCT OR SERVICES PROVIDED HEREUNDER. 26. .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 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. [This space left blank intentionally; signatures follow.] 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CLIENT CONSULTANT City of Cupertino, Chesapeake Systems International, LLC A Municipal Corporation By By Name Name Title Title Date Date Tax I.D. No.: __________________ APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date: ___________________________ 52-1695936 Senior Operations Manager Mar 31, 2021 Jessica Mantheiy Heather M. Minner IT Manager - Applications Apr 5, 2021 Nidhi Mathur Apr 5, 2021 City of Cupertino Scope of Work No. 2021-01-22 Version 1.0 Friday, January 22, 2021 Author(s): Jeremy Strootman, VP of Business Development Jeremy@squarebox.com Sarah Shechner, Territory Sales Manager sarah@chesa.com Reviewer(s): Jessica Mantheiy, Sr. Operations Manager jessica@chesa.com Krista Watson, Director of Inside Sales krista@catdv.com Chesapeake Systems | 801 West 33rd Street, Baltimore, Maryland 21211 phone + 1 (410) 752-7729 | fax +1 (410) 243-1259 | email prosales@chesa.com | www.chesa.com 1 Table of Contents Introduction 22 Work Breakdown 22 Assumptions and Prerequisites 22 Project Timeline 33 Changes/Delays to the Scope of Work 33 Payment Terms 33 Scope of Work Approval 44 Project Completion/Acceptance 55 Chesapeake Systems | 801 West 33rd Street, Baltimore, Maryland 21211 phone + 1 (410) 752-7729 | fax +1 (410) 243-1259 | email prosales@chesa.com | www.chesa.com 2 This Scope of Work ("SOW") is entered into the date of the last signing below, (the “Effective Date”) between Chesapeake Systems International, LLC. (the “Consultant”), and the company identified as the City of Cupertino, on behalf of itself and its affiliates (“CLIENT”). This Agreement includes and incorporates: (i) the Terms and Conditions set form below; and (ii) all Exhibits and related schedules attached hereto. Introduction This document is Square Box Systems’ (“SBS”) and Consultant’s proposal for additional CatDV workflow configuration with Client. The overall health of the system is stable; however, there are additional workflow efficiencies that can be gained by adjusting key elements of automation and data movement. Work Breakdown Client is looking to migrate their server to new hardware, and work in a mixed OS environment. The team is also looking to improve their ingest workflows to enable automatic tagging. The following configuration and workflows are proposed: ● Server Migration: ○ Backup CatDV database and settings. ○ Migrate CatDV Server from Mac to Windows install (please note the new Windows machine must be set up, configured and tested before SBS begins). ● File Path Optimization: ○ Configure media stores, and file paths to allow working across a mixed OS environment. ● Ingest Automations: ○ Advise on, and set up, file/folder structures to be used to enable automatic tagging. ● Design Worker Node Automation process for ingest with automatic tagging (using the advised file/folder structures). ● Web Client Upload Workflow: ○ Build a Web Upload form with basic metadata for tagging prior to ingest. ● Training: ○ General CatDV guidance and training for stakeholders with any remaining time. Assumptions and Prerequisites The development work outlined above is based on our current understanding of Client’s system. It is possible that during the development and testing phase we may identify additional requirements not described here. Reasonable assumptions have been made about the workflow that will be confirmed during development. Any refinements to the requirements and proposed work will be discussed and agreed with Client before continuing. Client has several responsibilities to ensure this work is completed to the planned time and effort. These include: ● Ensure all software (excluding the Server) has been upgraded to the latest versions (take, and test, a backup prior to the upgrade) ● Making staff available for decision making in a timely manner ● Ensuring remote access, ideally unattended, for system installations and deployment Chesapeake Systems | 801 West 33rd Street, Baltimore, Maryland 21211 phone + 1 (410) 752-7729 | fax +1 (410) 243-1259 | email prosales@chesa.com | www.chesa.com 3 ● New server machine, Storage and networking should be installed, configured and tested before the deployment commences • Other third party components: archive systems, transcode systems etc should be installed and tested (stand-alone) before the integration with CatDV is started Project Timeline Implementation of the above items will be at a time mutually agreed by SBS, Consultant and Client. Generally, around 4-6 weeks after receipt of signed SOW. Changes/Delays to the Scope of Work This SOW has been vetted by SBS and Consultant based on features and requirements presented by Client during pre-sales discussions. Sometimes delays occur during projects due to a number of factors, including prioritization changes, absence of communication, or insufficient infrastructure availability and requirements. Throughout the engagement, any changes or delays to the scope of work and level of effort as defined in this SOW required of SBS and Consultant will be isolated, presented and reviewed with Client as a Change Order to this SOW. In the event of any such anticipated changes or delays, payment terms are subject to review by SBS and Consultant. Notice will be provided to Client as soon as SBS and Consultant is reasonably aware that such Change Order may be required. Payment Terms ● Costs: SBS and Consultant will deliver SOW as described $10,000.00 (before taxes). ○ Any additional work that is needed to be performed and is agreed-upon by Client, Consultant, and SBS will be invoiced at a rate of $2,000.00 per day with an applicable Change Order in effect. ● Terms: Net-30 ($10,000.00 - before taxes). ● Invoices: Final invoice[s] will be generated at the conclusion of each applicable milestone of the project and will include all fees. ● Expenses: All expenses are incorporated in the Costs as described in this SOW. ● Billing Address: For the purposes of this scope of work, Consultant will send all invoices to the following billing address: Accounts Payable City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Page 1 of 3 QUOTE 204626 CatDV Pro Services 801 W. 33rd Street Baltimore, MD 21211 (t) 410.243.1023 (f) 410.243.1259 www.chesa.com Customer Information Marilyn Monreal Date:1/22/2021 City of Cupertino Salesperson:Brian Pollack 10300 Torre Avenue Delivery:N/A Cupertino, CA 95014 Payment Terms:Net-30 ($10,000.00 - before taxes) Professional Services for CatDV (Square Box Systems) LINE ITEM DESCRIPTION MFG PRODUCT GROUP QTY NET PRICE EXT PRICE 1 Consultancy & custom development (daily rate - travel and subsistence expenses excluded) Server Migration • Backup CatDV database and settings. • Migrate CatDV Server from Mac to Windows install (please note the new Windows machine must be set up, configured and tested before SBS begins). File Path Optimization • Configure media stores, and file paths to allow working across a mixed OS environment. Ingest Automations • Advise on, and set up, file/folder structures to be used to enable automatic tagging. • Design Worker Node Automation process for ingest with automatic tagging (using the advised file/folder structures). Web Client Upload Workflow • Build a Web Upload form with basic metadata for tagging prior to ingest. Training • General CatDV guidance and training for stakeholders with any remaining time. NOTE: Scope of Work (SOW) No. 2021-01-22 for Square Box Systems Ltd. Labor 5 $2,000.00 $10,000.00 Page 2 of 3 QUOTE 204626 CatDV Pro Services 801 W. 33rd Street Baltimore, MD 21211 (t) 410.243.1023 (f) 410.243.1259 www.chesa.com GRAND TOTAL $10,000.00 NOTE: Applicable Sales Tax will be reflected on final invoice[s]. EIN: 52-1695936 DUNS: 72-249-5972 CAGE: 1SPA1 Please also review, sign and date all of the Terms and Conditions in the pages that follow. \signature1\\title1\ Signature Title \fullname1\\date1\ Name Date full terms. SUBTOTAL $10,000.00 COMMENTS IT Manager - Applications Apr 5, 2021Nidhi Mathur Contract No. Page 11 of 13 Exhibit B: Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with Client named as additional insured. 1. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES Additional Insureds: 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 Commercial General Liability and Cyber 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 Client/Additional Insureds shall be primary insurance. Any insurance or self- insurance maintained by Client, 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 Client 30 days in advance or 10 days in advance if due to non-payment of premiums. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $500,000 per occurrence for bodily injury or disease. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of Client for all work performed by Consultant, its employees, agents, and subconsultants. General Liability: 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 $1,000,000 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 Client’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). Contract No. Page 12 of 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 Agreement. 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 Client before the Client’s own insurance or self-insurance shall be called upon to protect Client as a named insured. 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. 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 Consultant in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the Client requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Client. 2.ABSENCE OF INSURANCE COVERAGE. Client may direct Consultant to immediately cease all activities with respect to this Agreement if it determines that Consultant fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. At the Client’s discretion, under conditions of lapse, Client may purchase appropriate insurance and charge all costs related to such policy to Consultant. 3.PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION. A Certificate of Insurance, on an Accord form, and completed coverage verification shall be provided to Client by each of Consultant's insurance companies as evidence of the stipulated coverages prior to the Commencement Date of this Agreement, and annually thereafter for the term of this Agreement. All of the insurance companies providing insurance for Consultant 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:VII or above. Contract No. Page 13 of 13 4. S UB CO NT R A C T O RS Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the Client as an additional insured on subconsultant’s insurance policies. 5. HIGHER INSURANCE LIMITS If Consultant maintains broader coverage and/or higher limits than the minimums shown above, Client shall be entitled to coverage for the higher insurance limits maintained by Consultant. 6. ADEQUACY OF COVERAGE Client reserves the right to modify these insurance requirements/coverages 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 3/3/2021 First National Insurance Agency,LLC 12 Federal Street Suite 405 One North Shore Center Pittsburgh PA 15212 Holly Testerman 410-951-0123 412-231-0249 info@fnb-corp.com Great Northern Insurance Co.20303 CHESSYS-02 Federal Insurance Company 20281ChesapeakeSystems,Intl,LLC.,Practical Properties Inc. Sanfusion,LLC,SMR Realty,LLC and Dent Industries,Inc. 801 W 33rd Street Baltimore MD 21211 Chubb Indemnity Insurance Co 12777 571761051 A X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X E&O Y Y 36031734 3/1/2021 3/1/2022 2,000,000 Aggregate 3,000,000 A 1,000,000 X X X Y Y 73587828 3/1/2021 3/1/2022 B X X 8,000,000798914803/1/2021 3/1/2022 8,000,000 C XY717515353/1/2021 3/1/2022 500,000 500,000 500,000 B A CRIME Cyber 8247-0808 36031734 3/1/2021 3/1/2021 3/1/2022 3/1/2022 EE Theft Deductible Cyber 250,000 1,000 2,000,000 The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are listed as additional insured's The City of Cupertino 10300 Torre Ave Cupertino CA 95014